WORKFLOW MANAGEMENT INC, S-1/A, 1998-06-04

WORKFLOW MANAGEMENT INC
S-1/A, 1998-06-04
COMMERCIAL PRINTING

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998

REGISTRATION NO. 333-46535
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1

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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WORKFLOW MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2759 06-1507104
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
</TABLE>

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240 ROYAL PALM WAY
PALM BEACH, FLORIDA 33480
(561) 659-6551
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
STEVEN R. GIBSON
CHIEF FINANCIAL OFFICER
WORKFLOW MANAGEMENT, INC.
240 ROYAL PALM WAY
PALM BEACH, FLORIDA 33480
(561) 659-6551
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
WITH A COPY TO:
GEORGE P. STAMAS, ESQ.
WILMER, CUTLER & PICKERING
2445 M STREET, N.W.
WASHINGTON, D.C. 20037
TELEPHONE NO. (202) 663-6000
FACSIMILE NO. (202) 663-6363
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as possible after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

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<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED TO BE REGISTERED PER SHARE OFFERING PRICE FEE (2)
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share, to
be distributed to holders of U.S. Office
Products Company common stock.............. 100,000,000(1) $.347 $34,719,000 $10,243
</TABLE>

(1) Approximate number of shares of Workflow Management, Inc. common stock
expected to be distributed based upon an assumed distribution ratio of one
share of Workflow Management, Inc. common stock for every one share of U.S.
Office Products Company common stock held by each stockholder of U.S. Office
Products Company on the record date for the distribution. The actual
distribution ratio will be determined prior to effectiveness of this
Registration Statement, and is expected to be less than one share of
Workflow Management, Inc. common stock for every one share of U.S. Office
Products Company common stock.
(2) The Company has previously paid the Securities and Exchange Commission the
registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE>

SUBJECT TO COMPLETION, DATED JUNE 4, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE DISTRIBUTED NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS INFORMATION STATEMENT/PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
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INFORMATION STATEMENT/PROSPECTUS

[LOGO]

DISTRIBUTION OF UP TO SHARES OF COMMON STOCK OF
WORKFLOW MANAGEMENT, INC. TO STOCKHOLDERS OF U.S. OFFICE PRODUCTS COMPANY

This Information Statement/Prospectus is being furnished by U.S. Office
Products Company ("U.S. Office Products") in connection with the distribution to
its stockholders of the stock of Workflow Management, Inc. ("Workflow
Management" or the "Company"). Workflow Management is a Delaware corporation
formed by U.S. Office Products that will own substantially all the assets of,
and will be reponsible for substantially all the liabilities associated with,
U.S. Office Products' Print Management Division. Pursuant to this distribution
(the "Workflow Distribution" or the "Distribution"), all of the issued and
outstanding shares of the common stock, $.001 par value per share, of Workflow
Management (the "Company Common Stock") will be distributed to holders of record
as of 5:00 p.m. EDT on June 9, 1998 (the "Record Date") of the common stock, par
value $.001 per share, of U.S. Office Products ("U.S. Office Products Common
Stock"). Each such holder will receive one share of Company Common Stock for
every 7.5 shares of U.S. Office Products Common Stock held on the Record Date
(the "Distribution Ratio"). Fractional shares will be aggregated into whole
shares of Company Common Stock and sold on the open market by the Distribution
Agent (as defined herein). The proceeds of such sales will be distributed to
holders who otherwise would be entitled to receive fractional shares. See "The
Workflow Distribution--General."

Holders of U.S. Office Products Common Stock will not be required to pay any
consideration for the shares of Company Common Stock they receive in the
Workflow Distribution. There is no current public trading market for the Company
Common Stock. The Company has applied for quotation of the shares of Company
Common Stock on the Nasdaq National Market under the symbol "WORK."

The Workflow Distribution is an element of a comprehensive restructuring
plan adopted by the Board of Directors of U.S. Office Products, including
modifications made by the Board of Directors since first adopting this plan (as
so modified, the "Strategic Restructuring Plan"). The principal elements of the
Strategic Restructuring Plan are: (1) a self-tender offer by U.S. Office
Products (the "Tender Offer") to purchase 37,037,037 shares of U.S. Office
Products Common Stock (including shares that may be issued on exercise of vested
and unvested options for U.S. Office Products Common Stock) at $27.00 per share
(or, in the case of stock options, at $27.00 minus the exercise price of the
options) and the incurrence of debt to pay a portion of the purchase price in
the Tender Offer; (2) after acceptance of shares in the Tender Offer, the pro
rata distribution to U.S. Office Products' stockholders of shares of four
companies that will conduct U.S. Office Products' current print management,
technology solutions, educational supplies and corporate travel services
businesses (the "Distributions"); and (3) the sale to an affiliate ("CD&R") of
an investment fund managed by Clayton, Dubilier & Rice, Inc. ("CD&R, Inc.") of
equity interests in U.S. Office Products (the "Equity Investment") following
acceptance of shares in the Tender Offer and the Record Date for the
Distributions.

All holders of U.S. Office Products Common Stock, including the executive
officers and directors of the Company, have the right to participate in the
Tender Offer. It is the current intention of all officers and directors of the
Company who hold shares or options for U.S. Office Products Common Stock to
tender shares and options in the Tender Offer.

IN REVIEWING THIS INFORMATION STATEMENT/PROSPECTUS, STOCKHOLDERS SHOULD
CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 8.

THIS INFORMATION STATEMENT/PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS
ABOUT BUSINESS STRATEGIES, MARKET POTENTIAL, FUTURE FINANCIAL PERFORMANCE AND
OTHER MATTERS. IN ADDITION, WHEN USED IN THIS INFORMATION STATEMENT/ PROSPECTUS,
THE WORDS "INTENDS TO," "BELIEVES," "ANTICIPATES," "EXPECTS" AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS
INVOLVE MANY RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM SUCH STATEMENTS, INCLUDING, WITHOUT LIMITATION, THOSE RISKS AND
UNCERTAINTIES DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 8.

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THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
INFORMATION STATEMENT/PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
--------------------

THIS INFORMATION STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES.
--------------------

THE DATE OF THIS INFORMATION STATEMENT/PROSPECTUS IS , 1998
<PAGE>
ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form S-1 (including exhibits, schedules and
amendments thereto, the "Company Form S-1") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Company Common
Stock. This Information Statement/Prospectus, while forming a part of the
Company Form S-1, does not contain all of the information set forth in the
Company Form S-1. Reference is hereby made to the Company Form S-1 for further
information with respect to the Company and the securities to be distributed to
U.S. Office Products' stockholders in the Workflow Distribution. Statements
contained herein concerning the provisions of documents filed as exhibits to the
Company Form S-1 are necessarily summaries of such documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the SEC.

The Company Form S-1 is available for inspection and copying at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the Regional Offices of the SEC at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such information can be obtained by mail from the Public Reference
Branch of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates, or on the Internet at http://www.sec.gov.

Following the Workflow Distribution, the Company will be subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, will file reports, proxy
statements and other information with the SEC that will be available for
inspection and copying at the SEC's public reference facilities referred to
above. Copies of such material can be obtained by mail at prescribed rates by
writing to the Public Reference Branch of the SEC at the address referred to
above.

Additional information regarding the Strategic Restructuring Plan and the
Company may be found in reports, proxy statements and other information filed by
U.S. Office Products with the SEC, including U.S. Office Products Tender Offer
Statement on Schedule 13E-4 filed on May 4, 1998 and U.S. Office Products Proxy
Statement filed on April 30, 1998.

The Company intends to furnish its stockholders annual reports containing
consolidated financial statements audited by its independent auditor and
quarterly reports containing unaudited consolidated financial statements for
each of the first three quarters of each fiscal year.

Questions concerning the Workflow Distribution should be directed to Mark D.
Director, Executive Vice President--Administration, General Counsel and
Secretary of U.S. Office Products, or Donald H. Platt, Executive Vice President,
Chief Financial Officer and Treasurer of U. S. Office Products, at 1025 Thomas
Jefferson Street, N.W., Suite 600 East, Washington, D.C. 20007, telephone no.
(202) 339-6700. After the Workflow Distribution, holders of Company Common Stock
having inquiries related to their investment in the Company should contact
Steven R. Gibson, Chief Financial Officer of Workflow Management, at 240 Royal
Palm Way, Palm Beach, Florida 33480, telephone no. (561) 659-6551.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS INFORMATION
STATEMENT/PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
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Until , 1998 (the expiration of the twenty-fifth calendar day
following the Workflow Distribution), all dealers effecting transactions in
registered securities, whether or not participating in this distribution, may be
required to deliver an Information Statement/Prospectus.

GetSmart-TM-, Informa-TM- and Imagenet-TM- are trademarks of the Company.
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TABLE OF CONTENTS

SUMMARY.................................................................................................... 1

RISK FACTORS............................................................................................... 8

THE WORKFLOW DISTRIBUTION.................................................................................. 19

THE SPIN-OFFS FROM U.S. OFFICE PRODUCTS.................................................................... 31

DIVIDEND POLICY............................................................................................ 33

CAPITALIZATION............................................................................................. 34

SELECTED FINANCIAL DATA.................................................................................... 35

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF WORKFLOW
MANAGEMENT............................................................................................... 37

BUSINESS................................................................................................... 44

MANAGEMENT OF WORKFLOW MANAGEMENT.......................................................................... 53

CERTAIN TRANSACTIONS....................................................................................... 62

PRINCIPAL STOCKHOLDERS OF WORKFLOW MANAGEMENT.............................................................. 63

DESCRIPTION OF WORKFLOW MANAGEMENT CAPITAL STOCK........................................................... 65

EXPERTS.................................................................................................... 67

LEGAL MATTERS.............................................................................................. 67

INDEX TO FINANCIAL STATEMENTS.............................................................................. F-1
</TABLE>

<PAGE>
SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION, INCLUDING "RISK FACTORS" AND THE CONSOLIDATED FINANCIAL STATEMENTS
OF WORKFLOW MANAGEMENT, INC. (THE "COMPANY" OR "WORKFLOW MANAGEMENT") AND NOTES
THERETO, THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF THE COMPANY
AND THE NOTES THERETO, AND THE FINANCIAL STATEMENTS OF CERTAIN COMPANIES
ACQUIRED BY THE COMPANY AND THE NOTES THERETO, APPEARING ELSEWHERE IN THE
INFORMATION STATEMENT/PROSPECTUS. THIS INFORMATION STATEMENT/PROSPECTUS CONTAINS
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. WHEN USED
HEREIN, THE WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECT," AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED IN "RISK FACTORS," "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF WORKFLOW
MANAGEMENT" AND "BUSINESS," AS WELL AS THOSE DISCUSSED ELSEWHERE IN THIS
INFORMATION STATEMENT/PROSPECTUS.

UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS INFORMATION
STATEMENT/PROSPECTUS ASSUMES CONSUMMATION OF THE TRANSACTIONS DESCRIBED UNDER
"THE SPIN-OFFS FROM U.S. OFFICE PRODUCTS." UNLESS THE CONTEXT OTHERWISE
INDICATES THE INFORMATION HEREIN DOES NOT REFLECT THE PUBLIC OFFERING OF UP TO
2,500,000 SHARES OF COMPANY COMMON STOCK (PLUS 375,000 SHARES SUBJECT TO THE
UNDERWRITERS' OVER-ALLOTMENT OPTION) BY THE COMPANY AT A PRICE RANGE OF $12.00
TO $14.00 PER SHARE (THE "OFFERING"). WHERE THE CONTEXT REQUIRES AND UNLESS THE
CONTEXT INDICATES OTHERWISE, THE INFORMATION HEREIN HAS BEEN ADJUSTED FOR THE
DISTRIBUTION RATIO. UNLESS OTHERWISE INDICATED, ALL REFERENCES TO "COMMON STOCK
OUTSTANDING AFTER THE WORKFLOW DISTRIBUTION" ON A PRO FORMA BASIS SHALL MEAN
14,760,000 SHARES OF COMPANY COMMON STOCK, WHICH IS CALCULATED AS FOLLOWS: (A)
APPROXIMATELY 110,700,000 SHARES OF U.S. OFFICE PRODUCTS COMMON STOCK EXPECTED
TO BE OUTSTANDING AT THE DATE OF THE WORKFLOW DISTRIBUTION (WHICH IS EQUAL TO
(I) APPROXIMATELY 133,800,000 SHARES OF U.S. OFFICE PRODUCTS COMMON STOCK
OUTSTANDING ON APRIL 25,1998; PLUS (II) APPROXIMATELY 8,900,000 SHARES OF U.S.
OFFICE PRODUCTS COMMON STOCK ASSUMED TO BE ISSUED BY U.S. OFFICE PRODUCTS ON
CONVERSION OF THE U.S. OFFICE PRODUCTS 5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE
2001 (THE "2001 NOTES"); PLUS (III) APPROXIMATELY 5,000,000 SHARES OF U.S.
OFFICE PRODUCTS COMMON STOCK ASSUMED TO BE ISSUED BY U.S. OFFICE PRODUCTS ON
EXERCISE OF STOCK OPTIONS ACCEPTED INTO THE TENDER OFFER (AS DEFINED BELOW); AND
LESS (IV) 37,037,037 MILLION SHARES OF U.S. OFFICE PRODUCTS COMMON STOCK
(INCLUDING SHARES THAT MAY BE ISSUED ON EXERCISE OF VESTED AND UNVESTED STOCK
OPTIONS) TENDERED AND ACCEPTED UPON COMPLETION OF THE SELF-TENDER OFFER BY U.S.
OFFICE PRODUCTS AT $27.00 PER SHARE (OR, IN THE CASE OF STOCK OPTIONS, AT $27.00
MINUS THE EXERCISE PRICE OF THE OPTIONS) (THE "TENDER OFFER")), DIVIDED BY (B)
THE DISTRIBUTION RATIO.

UNLESS THE CONTEXT REQUIRES OTHERWISE, ALL REFERENCES TO THE COMPANY (OR
WORKFLOW MANAGEMENT) INCLUDE SFI CORP. ("SFI"), HANO DOCUMENT PRINTERS, INC.
("HANO"), UNITED ENVELOPE CO., INC. ("UE"), REX ENVELOPE CO., INC. ("REX"),
HUXLEY ENVELOPE CORP. ("HUXLEY"), POCONO ENVELOPE CORP. ("POCONO") (UE, REX,
HUXLEY AND POCONO ARE COLLECTIVELY REFERRED TO HEREAFTER AS "UNITED"), CERTAIN
BUSINESSES OF 3303471 CANADA LIMITED ("3303471 CANADA), A CANADIAN HOLDING
COMPANY, OF WHICH DATA BUSINESS FORMS LIMITED ("DBF") IS A SUBSIDIARY, AND
ASTRID OFFSET CORP. ("ASTRID"), WHOLLY-OWNED DIRECT OR INDIRECT SUBSIDIARIES OF
THE COMPANY, AS WELL AS ALL PREDECESSORS THEREOF.

THE COMPANY

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Company's revenues and operating income of $345.4 million and $17.1 million,
respectively, for the twelve months ended January 24, 1998. The Company
currently has over 2,000 employees and has 17 manufacturing facilities in seven
states and five Canadian Provinces, 26 distribution centers, eight
print-on-demand centers and 59 sales offices. Workflow Management intends to
continue to pursue its aggressive acquisition strategy to extend its geographic
scope and market penetration, and to increase sales to existing customers by
cross-selling documents, envelopes and commercial printing.

Workflow Management offers a full range of printed products which are either
manufactured by the Company or procured from one of the Company's more than
3,500 vendors. The Company's product line includes: (i) documents, such as
custom invoices, purchase orders, checks and labels; (ii) envelopes, including
specialty envelopes for uses such as credit card solicitations, annual reports,
direct mail and airline tickets; and (iii) commercial printing, such as product
and corporate brochures, personalized direct mail literature, catalogs,
directories and digital imaging. The Company's manufacturing base, combined with
its extensive vendor network and distribution capability, gives the Company
broad flexibility to meet customers' demand for printed products. For the nine
months ended January 24, 1998, approximately 55.2% of its revenues were derived
from products purchased by the Company for distribution, and 44.8% were derived
from products manufactured by the Company.

Many of the Company's customers are attempting to reduce their overhead and
direct costs by focusing on core competencies and by outsourcing non-core
operations to specialists. The Company provides customers with print management
services that are designed to control the costs of procuring, storing and using
graphic arts in their business operations. As an outsourcing specialist for
print management services, Workflow Management enables its customers to reduce
costs and improve control by soliciting competitive bids, establishing more
efficient inventory levels and order quantities, and consolidating requisitions,
production and deliveries. The Company also performs design and procurement
services for its customers. In order to meet growing demand, Workflow Management
plans to continue to expand its product lines and services, and to promote its
print and facilities management services, which allow customers to outsource the
management of printed products.

The Company believes that its proprietary technology and systems are central
to its ability to capitalize effectively on industry outsourcing trends and
provide it with a significant competitive advantage. The Company has developed
its GetSmart and Informa transaction and information systems to support these
services and the Company's sales of printed products. The GetSmart system
provides transaction, reporting and control capabilities to the Company and its
customers in the United States. The Informa system supports requisition,
distribution and imaging services with a control database and a variety of
customer interfaces for its customers in Canada, including the Imagenet Document
Manager ("Imagenet") that provides access via the world wide web. In addition,
using the GetSmart and the Informa systems, the Company has the flexibility to
integrate future acquisitions and increase its customer base rapidly and
seamlessly. In addition, with its technology platform, Workflow Management
believes that it is able to position itself as a premier technology deployer,
thus increasing the Company's attractiveness to potential acquisition targets.
The Company will grant a license to U.S. Office Products for the Company's
Imagenet technology effective on the Distribution Date (as hereafter defined).
See "Certain Transactions."

The document, envelope and commercial printing industries that comprise the
graphic arts businesses are highly fragmented, and the Company believes they are
ripe for consolidation. The Company believes that (i) the market for documents
was approximately $12.7 billion in 1996, up from $11.1 billion in 1993; (ii)
while the U.S. market for envelopes decreased from $3.0 billion in 1989 to $2.6
billion in 1992, the market has since increased to approximately $3.0 billion in
1996; and (iii) the general commercial segment of the U.S. printing industry
shipped more than $88.0 billion of products in 1996, an increase of 8% over
1995. Furthermore, management believes there are approximately 200 envelope
manufacturers in the U.S., and that the commercial printing industry is composed
of approximately 25,000 printing plants, 70% of which have fewer than 10
employees.

The Company intends to capitalize on consolidation opportunities in three
business lines of the North American graphic arts industry: United States
printed products, United States envelopes and Canadian printed products. The

2
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Company will focus on acquisition opportunities that complement and complete its
product line and service offerings. The Company believes that the greatest
consolidation opportunities exist among distribution companies in the graphic
arts industry. The Company plans to offer the customers of its newly acquired
companies its GetSmart and Informa systems and its full offering of print and
facilities management services. Workflow Management also plans to grow
internally by developing new products, cross-selling the full complement of the
Company's products and services to the customers of its subsidiaries (which
previously had limited product offerings) and implementing its transaction and
information systems throughout the Company.

Workflow Management was incorporated in the state of Delaware on February
13, 1998. U.S. Office Products acquired SFI and a related company, Hano, on
January 24, 1997. On April 25, 1997, U.S. Office Products acquired UE, Rex,
Huxley and Pocono. On April 26, 1997, U.S. Office Products acquired DBF, a
subsidiary of 3303471 Canada. On February 26, 1998, U.S. Office Products
acquired Astrid. When U.S. Office Products determined to separate non-core
businesses from its core operations as part of the Strategic Restructuring Plan
(as defined herein), SFI and UE were converted into limited liability companies
whose sole member and equity owner is the Company, the shares of Rex, Huxley and
Pocono were transferred to UE, and the shares of Hano, DBF and Astrid were
transferred to the Company. The principal executive offices of the Company are
located at 240 Royal Palm Way, Palm Beach, Florida 33480. Workflow Management's
telephone number is (561) 659-6551.

BACKGROUND OF THE WORKFLOW DISTRIBUTION

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THE DISTRIBUTION............. Shares of common stock, par value $.001 per share, of the Company (the
"Company Common Stock") will, subject to certain conditions, be
distributed to the stockholders of record of U.S. Office Products (the
"Workflow Distribution" or the "Distribution") as of 5:00 p.m. EDT on June
9, 1998 (the "Record Date"). The Workflow Distribution is part of a
comprehensive restructuring plan adopted by the U.S. Office Products Board
of Directors. The principal elements of the plan including modifications
the Board of Directors has made since first adopting this plan (as so
modified, the "Strategic Restructuring Plan") are:

- Pursuant to a self-tender offer, U.S. Office Products has
offered to purchase 37,037,037 shares of its Common Stock,
$.001 par value ("U.S. Office Products Common Stock") including
shares that may be issued on exercise of vested and unvested
options for U.S. Office Products Common Stock at $27.00 per
share (or in the case of stock options, at $27.00 minus the
exercise price of the options).

- After acceptance of shares in the Tender Offer, U.S. Office
Products will distribute to U.S. Office Products' stockholders
the shares of four separate companies: Aztec Technology
Partners, Inc., Workflow Management, School Specialty, Inc.,
and Navigant International, Inc. (collectively, the "Spin-Off
Companies"). The distributions of the shares of the Spin-Off
Companies are referred to in this Information
Statement/Prospectus as the "Distributions." The Spin-Off
Companies will hold U.S. Office Products' current techology
solutions, print management, educational supplies and corporate
travel services businesses, respectively.
</TABLE>

3
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- Following the Record Date, an affiliate ("CD&R") of an
investment fund managed by of Clayton, Dubilier & Rice, Inc.
("CD&R, Inc."), a private investment firm, will acquire shares
of U.S. Office Products Common Stock, representing 24.9% of the
outstanding equity of U.S. Office Products, for $270.0 million,
after giving effect to the Tender Offer and the issuance of
shares to CD&R and warrants to purchase additional U.S. Office
Products Common Stock (the "Equity Investment"). CD&R will not
acquire any interests in the Spin-Off Companies.

U.S. Office Products will retain its North American Office Products Group
(which includes the office supply, office furniture, and office coffee and
beverage services businesses), Mail Boxes, Etc., its New Zealand and
Australia operations and its 49% interest in Dudley Stationery Limited (a
U.K. contract stationer).

In conjunction with the Strategic Restructuring Plan, U.S. Office Products
has undertaken or plans to undertake the following transactions (the
"Financing Transactions"):

- Pursuant to a tender offer, U.S. Office Products will purchase
any or all of its 5 1/2% convertible subordinated notes due
2003 (the "2003 Notes"), for a purchase price of 94.5% of the
principal amount and accrued interest of such notes (the "2003
Note Tender").

- Pursuant to an exchange offer, U.S. Office Products has
exchanged approximately $131.0 million principal amount of its
2001 Notes for 8,100,741 shares of U.S. Office Products Common
Stock (the "2001 Note Offer") at an exchange rate of 61.483
shares of U.S. Office Products Common Stock per $1,000
principal amount of 2001 Notes, which effectively reduced the
conversion price on the 2001 Notes from $19.00 to $16.17 while
the 2001 Note Offer was open.

- Pursuant to a committment letter from a group of lenders, U.S.
Office Products will enter into a new $1.225 billion senior
credit facility.

- U.S. Office Products will issue and sell at least $400.0
million in senior subordinated notes (the "Senior Subordinated
Notes") in a private placement.

REASONS FOR THE The Distributions are intended to separate the Spin-Off Companies from
DISTRIBUTIONS................ U.S. Office Products' other businesses so that each can:

- adopt strategies and pursue objectives that are appropriate to
its respective industry, geographic territories and state of
growth;

- pursue an independent acquisition program that allows for a
more focused use of resources and, where stock is used as
consideration, provide stock of a public company that is in the
same industry as the businesses being acquired;

- be recognized by the financial community as a distinct business
that can be evaluated more readily and compared more easily to
industry peers; and

- implement more focused incentive compensation packages that
respond to specific industry and market conditions and enhance
employee retention objectives.
</TABLE>

4
<PAGE>

<TABLE>
<S> <C> <C>
The Distributions are also integral to the objectives of the Equity
Investment, which is conditioned on completion of all of the
Distributions. See "The Workflow Distribution--Reasons for the
Distribution."

Approximately 14,760,000 shares of Company Common Stock will be
SHARES TO BE DISTRIBUTED..... distributed to stockholders of U.S. Office Products in the Workflow
Distribution, which is calculated as follows: (a) approximately
110,700,000 shares of U.S. Office Products Common Stock expected to be
outstanding at the date of the Workflow Distribution (which is equal to
(i) approximately 133,800,000 shares of U.S. Office Products Common Stock
outstanding on April 25, 1998, plus (ii) approximately 8,900,000 shares of
U.S. Office Products Common Stock assumed to be issued on conversion of
the 2001 Notes, plus (iii) approximately 5,000,000 shares of U.S. Office
Products Common Stock assumed to be issued on exercise of stock options
accepted into the Tender Offer, less (iv) 37,037,037 shares (including
shares that may be issued on exercise of vested and unvested options for
U.S. Office Products Common Stock) to be repurchased in the Tender Offer),
divided by (b) the Distribution Ratio. The number of shares to be
distributed could be greater if additional shares of U.S. Office Products
Common Stock are issued prior to the Record Date pursuant to outstanding
convertible debt securities or stock options of U.S. Office Products.

DISTRIBUTION RATIO........... Each U.S. Office Products stockholder will receive one share of Company
Common Stock for every 7.5 shares of U.S. Office Products Common Stock
held on the Record Date.

FRACTIONAL SHARE INTERESTS... Fractional share interests will be aggregated and sold by the Distribution
Agent and the cash proceeds will be distributed to those U.S. Office
Products stockholders entitled to a fractional interest. See "The Workflow
Distribution-- General."

RECORD DATE.................. As of 5:00 p.m. EDT on June 9, 1998.

DISTRIBUTION DATE............ The effective time of the Distribution is expected to be 11:59 p.m. EDT on
June 9, 1998 (the "Distribution Date").

MAILING DATE................. Certificates representing shares of the Company Common Stock are expected
to be mailed to U.S. Office Products stockholders as soon as practicable
after the Distribution Date.

DISTRIBUTION AGENT........... American Stock Transfer & Trust Company

TAX CONSEQUENCES............. Wilmer, Cutler & Pickering expects to deliver an opinion at the time of
the Distributions stating that, subject to the matters discussed therein,
for U.S. federal income tax purposes the receipt of the Company Common
Stock by U.S. Office Products stockholders will be tax-free to U.S. Office
Products and the U.S. Office Products stockholders (except with respect to
cash received in lieu of fractional shares). See "The Workflow
Distribution--U.S. Federal Income Tax Consequences of the Workflow
Distribution."
</TABLE>

5
<PAGE>

<TABLE>
<S> <C> <C>
ARRANGEMENTS AMONG U.S.
OFFICE PRODUCTS, WORKFLOW
MANAGEMENT AND THE OTHER
SPIN-OFF COMPANIES AFTER THE
DISTRIBUTIONS................ Workflow Management, U.S. Office Products and the other Spin-Off Companies
will enter into an agreement (the "Distribution Agreement") in connection
with the Distribution pursuant to which, among other things, (i) equity
interests in the U.S. Office Products subsidiaries that engage in the
print management business will be transferred to Workflow Management, (ii)
liabilities will be allocated among Workflow Management, U.S. Office
Products and the other Spin-Off Companies, and (iii) Workflow Management,
U.S. Office Products and the other Spin-Off Companies will indemnify one
another for liabilities allocated to them under the Distribution Agreement
and a share of certain other liabilities.

Workflow Management and U.S. Office Products will also enter into an
agreement (the "Tax Allocation Agreement") (i) allocating to Workflow
Management responsibility for its share of U.S. Office Products'
consolidated income tax liability for the years that it was included in
U.S. Office Products' consolidated federal income tax returns, (ii)
sharing certain state, local and foreign taxes, and (iii) providing (a)
for indemnification by Workflow Management for certain taxes if they are
assessed against U.S. Office Products as a result of the Distributions,
and (b) joint and several indemnification by Workflow Management and the
other Spin-Off Companies for such taxes resulting from certain acts taken
by Workflow Management or any of the other Spin-Off Companies. The
liability to U.S. Office Products for taxes resulting from such acts will
be allocated among the Spin-Off Companies pursuant to a separate agreement
(the "Tax Indemnification Agreement"). As a consequence, Workflow
Management will be primarily liable for taxes resulting from acts taken by
Workflow Management and liable (subject to indemnification by the other
Spin-Off Companies) for any taxes resulting from acts taken by the other
Spin-Off Companies.

Workflow Management, U.S. Office Products and the other Spin-Off Companies
will also enter into an agreement (the "Employee Benefits Agreement")
relating to the allocation of assets, liabilities and responsibilities
with respect to employee benefit plans and programs and certain related
matters. See "The Spin-Offs From U.S. Office Products."
</TABLE>

SUMMARY RISK FACTORS

In reviewing this Information Statement/Prospectus, stockholders should
carefully consider the matters described under the heading "Risk Factors"
beginning on p. 8, including, among others, risks associated with (i) the
potential volatility of the trading price and the absence of a prior trading
market for shares of Company Common Stock, (ii) the fact that the Company has
not operated as a stand-alone entity, separate from U.S. Office Products, (iii)
dependence upon acquisitions for future growth, (iv) integrating acquisitions
and acquisition financing, (v) conflicts of interest resulting from the fact
that (a) the Distribution Agreement is not the result of arms'-length
negotiation and (b) stock options are being issued to certain officers and
directors of the Spin-Off Companies in connection with the Distributions, (vi)
the tax consequences of the Distributions, and (vii) limitations on equity
offerings and the use of Workflow Management capital stock in acquisitions.

6
<PAGE>
SUMMARY FINANCIAL DATA (1)
(In thousands, except per share data)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS
ENDED
APRIL 26, -----------
FOUR MONTHS --------------------
YEAR ENDED DECEMBER 31, ENDED PRO
------------------------------------------ APRIL 30, FORMA JANUARY 25,
1992 1993 1994 1995(2) 1996 1997 1997(3) 1997
--------- --------- --------- --------- ------------ --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues............................ $ 80,731 $ 121,463 $ 154,193 $ 309,426 $ 114,099 $ 327,381 $ 342,335 $ 239,751
Cost of revenues.................... 57,054 88,255 114,885 234,959 82,998 236,340 244,475 172,869
--------- --------- --------- --------- ------------ --------- --------- -----------
Gross profit........................ 23,677 33,208 39,308 74,467 31,101 91,041 97,860 66,882
Selling, general and administrative
expenses.......................... 20,800 27,683 32,020 62,012 22,485 70,949 75,568 51,735
Non-recurring acquisition costs..... 5,006 5,006 2,902
--------- --------- --------- --------- ------------ --------- --------- -----------
Operating income.................... 2,877 5,525 7,288 12,455 8,616 15,086 17,286 12,245
Interest expense.................... 904 1,328 2,048 5,370 1,676 4,561 3,647 3,910
Interest income..................... (81) (116) (18) (25) (21)
Other (income) expense.............. 366 511 186 62 (151) 632 408 610
--------- --------- --------- --------- ------------ --------- --------- -----------
Income before provision for (benefit
from) income taxes and
extraordinary items............... 1,688 3,802 5,054 7,023 7,109 9,918 13,231 7,746
Provision for (benefit from) income
taxes(5).......................... 153 260 379 (33) 1,351 3,690 5,425 2,249
--------- --------- --------- --------- ------------ --------- --------- -----------
Income before extraordinary items... 1,535 3,542 4,675 7,056 5,758 6,228 $ 7,806 5,497
---------
---------
Extraordinary items(6).............. 700 798
--------- --------- --------- --------- ------------ --------- -----------
Net income.......................... $ 1,535 $ 3,542 $ 4,675 $ 6,356 $ 5,758 $ 5,430 $ 5,497
--------- --------- --------- --------- ------------ --------- -----------
--------- --------- --------- --------- ------------ --------- -----------
Per share amounts:
Basic:
Income from before extraordinary
items......................... $ 0.26 $ 0.60 $ 0.77 $ 0.90 $ 0.56 $ 0.52 $ 0.53(7) $ 0.48
---------
---------
Extraordinary items............. 0.09 0.07
--------- --------- --------- --------- ------------ --------- -----------
Net income...................... $ 0.26 $ 0.60 $ 0.77 $ 0.81 $ 0.56 $ 0.45 $ 0.48
--------- --------- --------- --------- ------------ --------- -----------
--------- --------- --------- --------- ------------ --------- -----------
Diluted...........................
Income from before extraordinary
items......................... $ 0.26 $ 0.60 $ 0.77 $ 0.88 $ 0.55 $ 0.51 $ 0.53(7) $ 0.47
---------
---------
Extraordinary items............. 0.09 0.07
--------- --------- --------- --------- ------------ --------- -----------
Net income...................... $ 0.26 $ 0.60 $ 0.77 $ 0.79 $ 0.55 $ 0.44 $ 0.47
--------- --------- --------- --------- ------------ --------- -----------
--------- --------- --------- --------- ------------ --------- -----------
Weighted average shares
outstanding:......................
Basic............................. 5,901 5,901 6,075 7,875 10,333 12,003 14,760(8) 11,464
Diluted........................... 5,901 5,901 6,094 8,003 10,547 12,235 14,760(8) 11,710

PRO PRO PRO FORMA
FORMA FORMA AS ADJUSTED
JANUARY 24, JANUARY 25, JANUARY 24, JANUARY 24,
1998 1997(3) 1998(3) 1998(4)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues............................ $ 257,777 $ 250,820 $ 263,960 $ 263,960
Cost of revenues.................... 190,482 178,983 193,104 193,104
----------- ----------- ----------- -----------
Gross profit........................ 67,295 71,837 70,856 70,856
Selling, general and administrative
expenses.......................... 53,083 55,472 55,095 55,095
Non-recurring acquisition costs..... 2,902
----------- ----------- ----------- -----------
Operating income.................... 14,212 13,463 15,761 15,761
Interest expense.................... 1,665 2,735 2,735 1,011
Interest income..................... (9)
Other (income) expense.............. (205) 445 (333) (333)
----------- ----------- ----------- -----------
Income before provision for (benefit
from) income taxes and
extraordinary items............... 12,761 10,283 13,359 15,083
Provision for (benefit from) income
taxes(5).......................... 5,212 4,216 5,477 6,184
----------- ----------- ----------- -----------
Income before extraordinary items... 7,549 $ 6,067 $ 7,882 $ 8,899
----------- ----------- -----------
----------- ----------- -----------
Extraordinary items(6)..............
-----------
Net income.......................... $ 7,549
-----------
-----------
Per share amounts:
Basic:
Income from before extraordinary
items......................... $ 0.49 $ 0.41(7) $ 0.53(7) $ 0.52(7)
----------- ----------- -----------
----------- ----------- -----------
Extraordinary items.............
-----------
Net income...................... $ 0.49
-----------
-----------
Diluted...........................
Income from before extraordinary
items......................... $ 0.48 $ 0.41(7) $ 0.53(7) $ 0.52(7)
----------- ----------- -----------
----------- ----------- -----------
Extraordinary items.............
-----------
Net income...................... $ 0.48
-----------
-----------
Weighted average shares
outstanding:......................
Basic............................. 15,301 14,760(8) 14,760(8) 17,260(9)
Diluted........................... 15,625 14,760(8) 14,760(8) 17,260(9)
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------ APRIL 30, APRIL 26,
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.............................................. $ 6,005 $ 7,264 $ 8,583 $ 20,127 $ 23,378 $ 16,910
Total assets................................................. 26,543 48,374 51,357 120,630 117,949 125,108
Short-term debt payable to U.S. Office Products.............. 23,622
Long-term debt, less current portion......................... 4,632 9,632 7,355 28,812 28,108 6,034
Long-term debt payable to U.S. Office Products............... 561
Stockholder's equity......................................... 7,459 11,675 12,889 24,719 29,120 47,780

<CAPTION>
JANUARY 24, 1998
-------------------------------------
PRO FORMA
PRO AS
ACTUAL FORMA(10) ADJUSTED(4)
--------- ----------- -------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.............................................. $ 25,370 $ 43,958 $ 43,958
Total assets................................................. 127,105 143,073 143,073
Short-term debt payable to U.S. Office Products.............. 17,658
Long-term debt, less current portion......................... 5,498 40,638 11,913
Long-term debt payable to U.S. Office Products............... 1,905
Stockholder's equity......................................... 55,979 55,979 84,704
</TABLE>

- ------------------
(1) The historical financial information of the businesses that were acquired
in business combinations accounted for under the pooling-of-interests
method (the "Pooled Companies") has been combined on a historical cost
basis in accordance with generally accepted accounting principles ("GAAP")
to present this financial data as if the Pooled Companies had always been
members of the same operating group. The financial information of the
businesses acquired in the business combinations accounted for under the
purchase method (the "Purchased Companies") is included from the dates of
their respective acquisitions. The pro forma financial information reflects
completed acquisitions through May 1, 1998. See Note 4 of the Company's
Notes to Consolidated Financial Statements for a description of the number
and accounting treatment of the acquisitions by the Company.
(2) The results for the year ended December 31, 1995 include the results of
DBF, one of the Pooled Companies, from its date of incorporation on
February 8, 1995.
(3) Gives effect to the Distribution and the purchase acquisitions completed by
the Company since May 1, 1996 as if all such transactions had been made on
May 1, 1996. The pro forma statement of income data are not necessarily
indicative of the operating results that would have been achieved had these
events actually then occurred and should not be construed as representative
of future operating results.

(4) Adjusted to give effect to the sale by the Company of 2,500,000 shares of
the Company's Common Stock in the Offering at an assumed initial public
offering price of $13.00 per share and application of the estimated net
proceeds therefrom.

(5) Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no
federal income tax expense prior to these acquisitions by the Company.

(6) Extraordinary items represent the losses associated with the early
terminations of credit facilities at one Pooled Company, net of the related
income tax benefits.

(7) Pro forma net income per share is pro forma income before extraordinary
items per share.

(8) For calculation of the pro forma weighted average shares outstanding for
the fiscal year ended April 26, 1997 and for the nine months ended January
24, 1998 and January 25, 1997, see Note 2(k) of Notes to Pro Forma Combined
Financial Statements included herein.

(9) For calculation of pro forma as adjusted weighted average shares
outstanding for the nine months ended January 24, 1998, see Note 2(m) of
Notes to Pro Forma Combined Financial Statements included herein.

(10) Gives effect to the Distribution and purchase acquisition of Astrid as if
such transactions had been made on January 24, 1998. The pro forma balance
sheet data are not necessarily indicative of the financial position that
would have been achieved had these events actually then occurred and
should not be construed as representative of future financial position.

7
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS INFORMATION
STATEMENT/PROSPECTUS, THE FOLLOWING FACTORS SHOULD BE CONSIDERED IN EVALUATING
THE COMPANY AND ITS BUSINESS.

POTENTIAL VOLATILITY OF STOCK PRICE AND OTHER RISKS ASSOCIATED WITH SHARES
ELIGIBLE FOR IMMEDIATE SALE

As a result of the Workflow Distribution, stockholders of U.S. Office
Products will acquire shares of Company Common Stock that are freely tradeable
without restrictions or further registration under the Securities Act except
that any shares held by "affiliates" of Workflow Management within the meaning
of the Securities Act will be subject to the resale limitations of Rule 144
promulgated under the Securities Act ("Rule 144"). Because the Workflow
Distribution is being made to existing stockholders of U.S. Office Products who
have not made an affirmative decision to invest in the Company Common Stock,
there can be no assurance that some or all of these stockholders will not sell
the shares of Company Common Stock that they receive into the market shortly
after the Workflow Distribution. In addition, U.S. Office Products is included
in certain broad-based indices tracked by a number of investment companies and
other institutional investors, and such investors can be expected to sell the
shares of Company Common Stock they receive in the Workflow Distribution shortly
thereafter.

In addition, upon completion of the Offering and the Workflow Distribution,
the Company will have outstanding (i) 2,500,000 shares of Company Common Stock
issued in the Offering, all of which will be freely tradeable unless held by
affiliates of the Company, and (ii) immediately exercisable options to acquire
shares of Company Common Stock. Certain executive officers and directors of the
Company have agreed not to sell or otherwise dispose of their shares of Company
Common Stock for a period of 180 days following the Offering without the consent
of BancAmerica Robertson Stephens, the managing underwriter of the Offering. The
Company intends to register the shares of Company Common Stock reserved for
issuance pursuant to its stock incentive plan on the Distribution Date or as
soon thereafter as practicable. Following the Offering and the Workflow
Distribution, in view of the large number of shares freely-tradeable and
available for immediate sale, the market for the Company Common Stock could be
highly volatile and the trading price of the Company Common Stock could be
adversely affected.

ABSENCE OF HISTORY AS A STAND-ALONE COMPANY

The Company is the result of the consolidation by U.S. Office Products of
nine separate companies engaged in the graphic arts industry. The operations of
Workflow Management as a stand-alone, consolidated entity may place significant
demands on the Company's management, operational and technical resources. Prior
to the Workflow Distribution, certain general and administrative functions
relating to the Company's business (such as legal and accounting) were handled
by U.S. Office Products. The Company's future performance will depend on its
ability to function as a stand-alone entity, to finance and manage expanding
operations, and to adapt its information systems to changes in its business. In
addition, Workflow Management will not be able to rely on the purchasing power
of U.S. Office Products and, therefore, may not be able to obtain the same
volume discounts for products and services that are available to U.S. Office
Products. As a result, the Company's expenses may be higher than when it was a
part of U.S. Office Products, and the Company may experience disruptions it
would not encounter as a part of U.S. Office Products. Furthermore, the
financial information included herein may not necessarily reflect the results of
operations and financial condition of Workflow Management had it been a
separate, stand-alone entity during the periods presented, or may not be
indicative of future results of operations and financial condition of the
Company.

DEPENDENCE UPON ACQUISITIONS FOR FUTURE GROWTH

One of the Company's strategies is to increase its revenues and the markets
it serves through the acquisition of additional graphic arts businesses. There
can be no assurance that suitable candidates for

8
<PAGE>

acquisitions can be identified or, if suitable candidates are identified, that
acquisitions can be completed on acceptable terms, if at all. Prior to the
Workflow Distribution, the Company's acquisitions were completed with
substantial business, legal and accounting assistance from U.S. Office Products
and the acquisitions were primarily paid for with U.S. Office Products Common
Stock. The pace of the Company's acquisition program may be adversely affected
by the absence of U.S. Office Products' support for the acquisitions. In
addition, Workflow Management intends to use Company Common Stock to pay for
certain of its acquisitions and, therefore, if the owners of potential
acquisition candidates are not willing to receive shares of Company Common Stock
in exchange for their businesses, the Company's acquisition program could be
adversely affected. Moreover, the consolidation of the North American graphic
arts industry has reduced the number of larger companies available for sale,
which could lead to higher prices being paid for the acquisition of the
remaining domestic, independent companies. In addition, Workflow Management is
subject to limitations on the number of shares it can issue without jeopardizing
the tax-free treatment of the Workflow Distribution. Limitations on the
Company's ability to issue shares could also adversely affect the Company's
acquisition strategy. See "--Possible Limitations on Issuances of Common Stock,"
"--Material Amount of Goodwill," "--Inability to Use Pooling-of-Interests
Accounting" and "--Tax Matters."

RISKS RELATED TO INTEGRATION OF ACQUISITIONS

Integration of acquired companies may involve a number of special risks that
could have a material adverse effect on the Company's operations and financial
performance, including adverse short-term effects on its reported operating
results (including those adverse short-term effects caused by severance payments
to employees of acquired companies, restructuring charges associated with the
acquisitions and other expenses associated with a change of control, as well as
non-recurring acquisition costs including accounting and legal fees, investment
banking fees, recognition of transaction-related obligations and various other
acquisition-related costs); diversion of management's attention; difficulties
with retention, hiring and training of key personnel; risks associated with
unanticipated problems or legal liabilities; and amortization of acquired
intangible assets. Furthermore, although Workflow Management conducts due
diligence and generally requires representations, warranties and
indemnifications from the former owners of acquired companies, there can be no
assurance that such owners will have accurately represented the financial and
operating conditions of their companies. If an acquired company's financial or
operating results were misrepresented, the acquisition could have a material
adverse effect on the results of operations and financial condition of Workflow
Management.

RISKS RELATED TO ACQUISITION FINANCING; ADDITIONAL DILUTION

Workflow Management currently intends to finance its future acquisitions by
using shares of Company Common Stock, cash, borrowed funds or a combination
thereof. If the Company Common Stock does not maintain a sufficient market
value, if the price of Company Common Stock is highly volatile, or if potential
acquisition candidates are otherwise unwilling to accept Company Common Stock as
part of the consideration for the sale of their businesses, Workflow Management
may be required to use more of its cash resources or more borrowed funds, in
order to initiate and maintain its acquisition program. If Workflow Management
does not have sufficient cash resources, its growth could be limited unless it
is able to obtain additional capital through debt or equity offerings. However,
the use of equity offerings in connection with the Workflow Distribution will
also be subject to certain limitations on the number of shares that Workflow
Management can issue without jeopardizing the tax-free treatment of the Workflow
Distribution. See "--Possible Limitation on Issuances of Common Stock" and
"--Tax Matters." Prior to the Workflow Distribution, Workflow Management was not
responsible for obtaining external sources of funding. There can be no assurance
that Workflow Management, as a stand-alone company, will be able to obtain such
financing if and when it is needed or that any such financing will be available
on terms it deems acceptable.

9
<PAGE>
The Company will have 150 million authorized shares of Company Common Stock,
a portion of which could be available (subject to the rules and regulations of
federal and state securities laws, limitations under U.S. federal income tax
laws and rules and the rules of the Nasdaq Stock Market) to finance acquisitions
without obtaining stockholder approval for such issuances. Existing stockholders
may suffer dilution if Workflow Management uses Company Common Stock as
consideration for future acquisitions. Moreover, the issuance of additional
shares of Company Common Stock may have a negative impact on earnings per share
and may negatively impact the market price of the Company Common Stock.

MATERIAL AMOUNT OF GOODWILL

Approximately $14.2 million, or 9.9% of the Company's pro forma total assets
as of January 24, 1998, represents intangible assets, the significant majority
of which is goodwill. Goodwill represents the excess of cost over the fair
market value of net assets acquired in business combinations accounted for under
the purchase method. The Company amortizes goodwill on a straight line method
over a period of 40 years with the amount amortized in a particular period
constituting a non-cash expense that reduces the Company's net income. The
Company will be required to periodically evaluate the recoverability of goodwill
by reviewing the anticipated undiscounted future cash flows from the operations
of the acquired companies and comparing such cash flows to the carrying value of
the associated goodwill. If goodwill becomes impaired, Workflow Management would
be required to write down the carrying value of the goodwill and incur a related
charge to its income. A reduction in net income resulting from the amortization
or write down of goodwill could have a material and adverse impact upon the
market price of the Company Common Stock.

INABILITY TO USE POOLING-OF-INTERESTS ACCOUNTING

Generally accepted accounting principles require that an entity be
autonomous for a period of two years before it is eligible to complete business
combinations under the pooling-of-interests method. As a result of the Company
being a wholly-owned subsidiary of U.S. Office Products prior to the Workflow
Distribution, the Company will be unable to satisfy this criteria for a period
of two years following the Workflow Distribution. Therefore, the Company will be
precluded from completing business combinations under the pooling-of-interests
method for a period of two years and any business combinations completed by the
Company during such period will be accounted for under the purchase method
resulting in the recording of goodwill. The amortization of the goodwill will
reduce net income reported by the Company below that which would have been
reported if the pooling-of-interests method had been used by the Company.

POTENTIAL CONFLICTS OF INTEREST IN THE DISTRIBUTIONS

The Company is currently a wholly-owned subsidiary of U.S. Office Products.
On or before the Distribution Date, the Company, U.S. Office Products and the
other Spin-Off Companies will enter into the Distribution Agreement, the Tax
Allocation Agreement and the Employee Benefits Agreement, and the Spin-Off
Companies will enter into and the Tax Indemnification Agreement. See "The
Spin-Offs From U.S. Office Products." These agreements are expected to provide,
among other things, for U.S. Office Products and the Company to indemnify each
other from tax and other liabilities relating to their respective businesses
prior to and following the Workflow Distribution.

Certain indemnification obligations of the Company and the other Spin-Off
Companies to U.S. Office Products are joint and several. Therefore, if one of
the other Spin-Off Companies fails to satisfy its indemnification obligations to
U.S. Office Products when such a loss occurs, the Company may be required to
reimburse U.S. Office Products for all or a portion of the losses that otherwise
would have been allocated to such other Spin-Off Company. In addition, the
agreements will allocate certain liabilities, including general corporate and
securities liabilities of U.S. Office Products not specifically related to the
specific business to be conducted by the Spin-Off Companies and
post-Distribution U.S. Office Products

10
<PAGE>
among U.S. Office Products and each of the Spin-Off Companies. Adverse
developments involving U.S. Office Products or a Spin-Off Company (other than
Workflow Management), or material disputes with U.S. Office Products following
the Distributions, could have a material adverse effect on the Company.

The terms of the agreements that will govern the relationship among the
Company, U.S. Office Products and the other Spin-Off Companies will be
established by U.S. Office Products in consultation with the Company and the
other Spin-Off Companies prior to the Distributions and, while the Company and
the other Spin-Off Companies are wholly-owned subsidiaries of U.S. Office
Products. The terms of these agreements, including the allocation of general
corporate and securities liabilities among U.S. Office Products, the Company and
the other Spin-Off Companies, may not be the same as they would be if the
agreements were the result of arm's-length negotiations. In addition, the
agreements must contain certain terms specified in U.S. Office Products'
agreement with CD&R relative to the Equity Investment and must otherwise be
reasonably acceptable to CD&R. CD&R will not be a stockholder in any of the
Spin-Off Companies and its interests may be adverse to those of the Spin-Off
Companies. See "The Spin-Offs From U.S. Office Products." Accordingly, there can
be no assurance that the terms and conditions of the agreements will not be more
or less favorable to the Company than those that might have been obtained from
unaffiliated third parties.

On the Distribution Date, Jonathan J. Ledecky, Chairman of the U.S. Office
Products Board of Directors, will receive options for shares of each of the
Spin-Off Companies exercisable for up to 7.5% of the common stock of each
Spin-Off Company. See "Management of Workflow Management--Ledecky Services
Agreement." As a result, Mr. Ledecky has interests in the Distributions that
differ in certain respects from, and may conflict with, the interests of other
stockholders of U.S. Office Products and Workflow Management.

TAX MATTERS

Wilmer, Cutler & Pickering expects to deliver an opinion (the "Tax Opinion")
at the time of the Distributions stating that for U.S. federal income tax
purposes the Distributions (including the Workflow Distribution) will qualify as
tax-free spin-offs under Section 355 of the Internal Revenue Code of 1986, as
amended (the "Code"), and will not be taxable under Section 355(e) of the Code.
U.S. Office Products will not complete the Workflow Distribution unless it
receives the Tax Opinion. The Tax Opinion will be based on certain assumptions
and the accuracy as of the time of the Distributions of factual representations
made by U.S. Office Products, the Spin-Off Companies and CD&R, and certain other
information, data, documentation and other materials as Wilmer, Cutler &
Pickering has deemed necessary. See "The Workflow Distribution--U.S. Federal
Income Tax Consequences of the Workflow Distribution."

The Tax Opinion will represent Wilmer, Cutler & Pickering's best judgment of
how a court would rule. However, the opinion is not binding upon either the
Internal Revenue Service (the "IRS") or any court. A ruling has not been, and
will not be, sought from the IRS with respect to the U.S. federal income tax
consequences of the Workflow Distribution. Accordingly, the IRS and/or a court
could reach a conclusion that differs from the conclusions in the Tax Opinion.

If the Workflow Distribution fails to qualify under Section 355 as a
tax-free spin-off, each holder of U.S. Office Products Common Stock on the
Record Date will be treated as having received a taxable corporate distribution
in an amount equal to the fair market value (on the Distribution Date) of the
Company Common Stock distributed to such holder of U.S. Office Products Common
Stock including fractional shares. In addition, U.S. Office Products will
recognize gain equal to the difference between the fair market value of the
Company Common Stock (on the Distribution Date) and U.S. Office Products'
adjusted tax basis in the Company Common Stock (on the Distribution Date). If
U.S. Office Products were to recognize gain on the Workflow Distribution, such
gain would likely be substantial.

If the Workflow Distribution is taxable under Section 355(e), but otherwise
satisfies the requirements for a tax-free spin-off, U.S. Office Products will
recognize gain equal to the difference between the fair

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market value of the Company Common Stock (on the Distribution Date) and U.S.
Office Products' adjusted tax basis in the Company Common Stock (on the
Distribution Date). However, no gain or loss will be recognized by holders of
U.S. Office Products Common Stock (except with respect to cash received in lieu
of fractional shares). If U.S. Office Products were to recognize gain on the
Workflow Distribution, such gain would likely be substantial.

POTENTIAL LIABILITY FOR TAXES RELATED TO THE DISTRIBUTIONS

In connection with the Distributions, U.S. Office Products will enter into
the Tax Allocation Agreement with the Spin-Off Companies, which will provide
that the Spin-Off Companies will jointly and severally indemnify U.S. Office
Products for any losses associated with taxes related to the Distributions
("Distribution Taxes") if an action or omission (an "Adverse Tax Act") of any of
the Spin-Off Companies materially contributes to a final determination that any
or all of the Distributions are taxable. Workflow Management will also enter
into the Tax Indemnification Agreement with the other Spin-Off Companies under
which the Spin-Off Company that is responsible for the Adverse Tax Act will
indemnify the other Spin-Off Companies for any liability to indemnify U.S.
Office Products under the Tax Allocation Agreement. As a consequence, Workflow
Management will be liable for any Distribution Taxes resulting from any Adverse
Tax Act by Workflow Management and liable (subject to indemnification by the
other Spin-Off Companies) for any Distribution Taxes resulting from an Adverse
Tax Act by the other Spin-Off Companies. If there is a final determination that
any or all of the Distributions are taxable and it is determined that there has
not been an Adverse Tax Act by either U.S. Office Products or any of the Spin-
Off Companies, U.S. Office Products and each of the Spin-Off Companies will be
liable for its pro rata portion of the Distribution Taxes based on the value of
each company's common stock after the Distributions. As a result, the Company
could become liable for a pro rata portion of any Distribution Taxes with
respect not only to the Workflow Distribution, but also any of the other
Distributions. See "The Spin-Offs From U.S. Office Products--Tax Allocation
Agreement and Tax Indemnification Agreement" and "The Workflow
Distribution--U.S. Federal Income Tax Consequences of the Workflow Distribution"
for a detailed discussion of the Tax Allocation Agreement, the Tax
Indemnification Agreement and U.S. federal income tax consequences of the
Workflow Distribution.

POSSIBLE LIMITATIONS ON ISSUANCES OF COMMON STOCK

Section 355(e) of the Code, which was added in 1997, generally provides that
a company that distributes shares of a subsidiary in a spin-off that is
otherwise tax-free will incur U.S. federal income tax liability if 50% or more,
by vote or value, of the capital stock of either the company making the
distribution or the spun-off subsidiary is acquired by one or more persons
acting pursuant to a plan or series of related transactions that include the
spin-off. Stock acquired by certain related persons is aggregated in determining
whether the 50% test is met. There is a presumption that any acquisition
occurring two years before or after the spin-off is pursuant to a plan that
includes the spin-off. However, the presumption may be rebutted by establishing
that the spin-off and such acquisition are not part of a plan or series of
related transactions. As a result of the provisions of Section 355(e), there can
be no assurance that issuances of stock by Workflow Management, including
issuances in connection with an acquisition of another business by Workflow
Management, will not create a tax liability for U.S. Office Products.

Workflow Management has entered into the Tax Allocation Agreement and the
Tax Indemnification Agreement pursuant to which Workflow Management will be
liable to U.S. Office Products and the other Spin-Off Companies if its actions
or omissions materially contribute to a final determination that the Workflow
Distribution is taxable. See "The Spin-Offs From U.S. Office Products--Tax
Allocation Agreement and Tax Indemnification Agreement."

This limitation could adversely affect the pace of Workflow Management's
acquisitions and its ability to issue Company Common Stock for other purposes,
including equity offerings.

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RISKS RELATED TO ALLOCATION FOR CERTAIN LIABILITIES

Under the Distribution Agreement, Workflow Management will be liable for (i)
any liabilities arising out of or in connection with the business conducted by
it or its subsidiaries, (ii) its liabilities under the Employee Benefits
Agreement, Tax Allocation Agreement and related agreements described under "The
Spin-Offs From U.S. Office Products," (iii) the U.S. Office Products' debt that
has been allocated to the Company (see "The Spin-Offs From U.S. Office
Products--Distribution Agreement--Debt"), (iv) liabilities under the securities
laws relating to sections of this Information Statement/Prospectus and the
Prospectus for the Offering (the "Prospectus"), as well as other securities law
liabilities related to the Workflow Management business that arise from
information supplied to U.S. Office Products (or that should have been supplied,
but was not) by Workflow Management, (v) U.S. Office Products' liabilities for
earn-outs from acquisitions in respect of Workflow Management and its
subsidiaries, (vi) Workflow Management's costs and expenses related to the
Offering and its bank credit facility, and (vii) $1.0 million of the transaction
costs (including legal, accounting, investment banking and financial advisory)
and other fees incurred by U.S. Office Products in connection with its Strategic
Restructuring Plan. Each of the other Spin-Off Companies will be similarly
obligated to U.S. Office Products. Workflow Management and the other Spin-Off
Companies have also agreed to bear a pro rata portion of (i) U.S. Office
Products' liabilities under the securities laws (other than claims relating
solely to a specific Spin-Off Company or relating specifically to the continuing
businesses of U.S. Office Products) and (ii) U.S. Office Products' general
corporate liabilities (other than debt, except for that specifically allocated
to the Spin-Off Companies) incurred prior to the Distributions (I.E.,
liabilities not related to the conduct of a particular distributed or retained
subsidiary's business) (the "Shared Liabilities"). If one of the Spin-Off
Companies defaults on an obligation owed to U.S. Office Products, the
non-defaulting Spin-Off Companies will be obligated on a pro rata basis to pay
such obligation ("Default Liability"). As a result of the Shared Liabilities and
Default Liability, Workflow Management could be obligated to U.S. Office
Products in respect of obligations and liabilities not related to its business
or operations and over which neither it nor its management has or has had any
control or responsibility. The aggregate of the Shared Liabilities and Default
Liability for which any Spin-Off Company may be liable is, however, limited to
$1.75 million. See "--Potential Liability for Taxes Related to the
Distributions" and "The Spin-Offs From U.S. Office Products." The Company's pro
rata share of Shared Liabilites and Default Liability is described in the
section captioned "The Spin-Offs From U.S. Office Products--The Distribution
Agreement--Liabilities."

EMERGING ALTERNATIVE TECHNOLOGIES

Electronic forms and electronic data interchange technologies have recently
been introduced. There can be no assurance that such emerging technologies will
not have a material adverse effect on the Company or on the document industry.
Over the last several years, the document industry has undergone a transition as
a result of the increased usage of desk top publishing and laser printer
technology, which has led to a decreased demand for certain document products.
The continuation of such technological changes, or the development of other
trends that decrease demand for documents, could have a material adverse effect
on the Company's business, financial condition or results of operations.

ATTRACTION AND RETENTION OF PERSONNEL

The Company's senior management team does not have experience operating a
public company. Timothy L. Tabor is expected to resign as Executive Vice
President of U.S. Office Products Print Management Division and Executive Vice
President and Chief Operating Officer of SFI and Hano prior to the Workflow
Distribution. Therefore, the Company is recruiting a qualified individual to
perform the functions associated with these positions. Mr. Tabor is a member of
the Board of Directors of the Company. There can be no assurance that the
Company will be successful in hiring, integrating or retaining such an
individual. Steven R. Gibson assumed the position of Vice President of Finance
and Chief Financial Officer of the Company on April 8, 1998.

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The Company's operations depend on the continued efforts of Thomas B.
D'Agostino, its Chief Executive Officer, its other executive officers and the
senior management of certain of its subsidiaries. Furthermore, the Company's
operations will likely depend on the senior management of certain of the
companies that may be acquired in the future. If any of these people becomes
unable to continue in his or her present role, or if the Company is unable to
attract and retain other skilled employees, its business could be adversely
affected. The Company does not have key man life insurance covering any of its
executive officers or other members of senior management of its subsidiaries.

In addition, Jonathan J. Ledecky will serve as a director and an employee of
Workflow Management and will provide services to Workflow Management after the
Workflow Distribution pursuant to an employment agreement between Mr. Ledecky
and the Company. U.S. Office Products is permitted to (and will) assign to
Workflow Management certain rights of, and obligations under, U.S. Office
Products' services agreement with Mr. Ledecky dated January 13, 1998, which
agreement is expected to be amended as of June 3, 1998 (the "Ledecky Services
Agreement"), following the Workflow Distribution. See "Management of Workflow
Management--Ledecky Services Agreement." Mr. Ledecky will also serve as a
director and employee of each of the other Spin-Off Companies, and is the
director or an officer of other public companies. Mr. Ledecky may be unable to
devote substantial time to the activities of Workflow Management.

DEPENDENCE ON INTELLECTUAL PROPERTY RIGHTS; RISKS OF INFRINGEMENT

The Company's success and ability to compete depends in part upon its
proprietary technology, trademarks and copyrights. Workflow Management regards
the software underlying its GetSmart, Imagenet and Informa systems as
proprietary, and relies primarily on trade secrets, copyright and trademark law
to protect these proprietary rights. The Company has registered some of its
trademarks, and has no patents issued nor applications pending. Existing trade
secrets and copyright laws afford the Company only limited protection.
Unauthorized parties may attempt to copy aspects of the Company's software or to
obtain and use information that Workflow Management regards as proprietary.
Policing unauthorized use of the Company's software is difficult. Workflow
Management generally enters into confidentiality and assignment agreements with
its employees and generally controls access to and distribution of its software,
documentation and other proprietary information. Despite these precautions, it
may be possible for a third party to copy or otherwise obtain and use the
Company's services or technology without authorization, or to develop similar
services or technology independently. Workflow Management is not aware that any
of its software, trademarks or other proprietary rights infringe the proprietary
rights
of third parties. However, there can be no assurance that third parties will not
assert infringement claims against Workflow Management in the future. Any such
claims, with or without merit, can be time consuming and expensive to defend and
may require the Company to enter into royalty or licensing agreements or cease
the alleged infringing activities. See "Business--Print Management" and
"Business-- Intellectual Property."

EFFECTS OF CHANGES IN DEMAND FOR DOCUMENTS; CYCLICALITY

Historically, the Company's operating results have depended heavily on sales
of documents. For the fiscal year ended April 26, 1997, and for the nine months
ended January 24, 1998, sales of documents accounted for approximately 56% and
49%, respectively, of the Company's net sales. Workflow Management anticipates
that document sales will continue to account for a significant percentage of the
Company's sales for the foreseeable future. An important element of the
Company's business strategy is to continue its growth in document sales by
continuing to acquire other document companies, hiring experienced sales
representatives, attracting new customers and increasing sales to existing
customers. The overall document industry has not grown in the last few years,
although demand for certain products, such as laser forms, pressure-sensitive
labels, form/label combinations and single-part cut-sheet mailers has increased.
Accordingly, for Workflow Management to continue its growth in document sales,
it must

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increase its market share and respond to changes in demand in the overall
document industry. No assurance can be given that Workflow Management will be
successful in increasing its market share or responding to shifts in demand. The
failure by the Company to do so could have a material adverse effect on its
business, financial condition or results of operations.

In addition, the document industry historically has been affected by general
economic and industry cycles that have materially and adversely affected
distributors and manufacturers of documents. No assurance can be given as to the
effect of a continuation of, or change in, such business cycles on the Company's
business, financial condition or results of operations. The delay or inability
of Workflow Management to respond to changing economic cycles could have a
material adverse effect on the Company's business, financial condition or
results of operations. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations of Workflow Management" and "Business--
Business Strategy."

RISKS ASSOCIATED WITH CANADIAN OPERATIONS

Workflow Management has significant operations in Canada. Net sales from the
Company's Canadian operations accounted for approximately 37% of the Company's
total net sales in the fiscal year ended April 26, 1997. As a result, Workflow
Management is subject to certain risks inherent in conducting business
internationally, including fluctuations in currency exchange rates. Workflow
Management is also subject to risks associated with the imposition of protective
legislation and regulations, including those resulting from trade or foreign
policy. In addition, because of the Company's Canadian operations, significant
revenues and expenses are denominated in Canadian dollars. Changes in exchange
rates may have a significant effect on the Company's business, financial
condition and results of operations. Workflow Management does not currently
engage in currency hedging transactions.

UNITED STATES POSTAL RATES; ALTERNATIVE DELIVERY MEDIA

The Company's operating results depend, to a significant extent, on sales of
envelopes. Sales of envelopes accounted for approximately 31% of the Company's
net sales for the fiscal year ended April 26, 1997. Because the great majority
of envelopes used in the United States are sent through the mail, postal rates
are a significant factor affecting the growth of envelope usage. Historically,
increases in postal rates, relative to changes in the cost of alternative
delivery means and/or advertising media, have resulted in temporary reductions
in the growth rate of mail sent. For example, third class postal rates increased
approximately 50% and 14% in 1991 and 1995, respectively, contributing to a
substantial leveling off in the growth rate of third class mail sent during the
periods following such increases. If postal rates increase, mail volume could
decline, which could reduce revenue from the Company's sale of envelopes and
reduce the Company's earnings and cash flow.

In addition, alternative delivery media may affect the demand for envelopes.
As the current trend towards usage of the Internet and other electronic media by
consumers for such purposes as paying utility and credit card bills grows,
Workflow Management expects the demand for envelopes for such purposes to
decline. Although management believes that overall demand for envelopes,
particularly the custom and specialty envelopes Workflow Management focuses on,
will continue to grow at rates comparable to recent historical levels,
competition from alternative media may reduce demand for envelopes, and the
Company's revenues from the sale of envelopes may decrease, which could reduce
the Company's earnings and cash flow.

IMPACT OF FLUCTUATIONS IN PAPER PRICES

Paper prices represent a substantial portion of the cost of producing
documents, envelopes and commercial printing distributed and manufactured by
Workflow Management. Accordingly, prevailing paper prices can have a significant
impact on the Company's sales. The timing of increases or decreases in

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<PAGE>

paper prices and any subsequent change in prices charged to the Company's
customers could have a material adverse effect on the Company's revenues and
gross margins. Although Workflow Management has generally been able to pass
increases in paper costs on to its customers, for competitive or other reasons,
the Company cannot offer any assurance that it will be able to pass all or a
portion of any future paper price or other cost increases on to its customers.
If Workflow Management were unable to pass on these costs, profit margins would
decrease, which could reduce earnings and cash flow. Moreover, an increase in
the Company's prices for the products it distributes, resulting from a
pass-through of increased paper costs, could reduce the volume of units sold by
the Company and decrease the Company's revenues.

Due to the significance of paper to most of the Company's products, Workflow
Management is dependent upon the availability of paper. During periods of tight
paper supply, many paper producers allocate shipments of paper based on the
historical purchase levels of customers. There can be no assurance that the
Company's document and envelope businesses would not be materially adversely
affected if either Workflow Management or its vendors experienced difficulty in
obtaining adequate quantities of paper in the future. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Workflow Management."

UNIONIZED WORKFORCE

Approximately 31% of the Company's employees in the United States and
approximately 8% of the Company's employees in Canada are covered by collective
bargaining agreements. There can be no assurance that strikes or work stoppages
will not occur in the future. Strikes or work stoppages and the resultant
adverse impact on the Company's relationship with its customers could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, the Company's acquisition strategy could be
adversely affected because of its union status for a variety of reasons,
including without limitation, incompatibility with a target's existing unions
and reluctance of non-union targets to become affiliated with a union based
company. See "Business--Employees."

COST AND RISKS OF LOSS RELATING TO ENVIRONMENTAL REGULATION

The Company's operations and real property are subject to U.S. and Canadian
federal, state, provincial and local environmental laws and regulations,
including those governing the use, storage, treatment, transportation and
disposal of solid and hazardous materials, the emission or discharge of such
materials into the environment, and the remediation of contamination associated
with such disposal or emissions (collectively, "Environmental Laws"). Workflow
Management utilizes certain hazardous materials, such as washes, inks,
alcohol-based products, fountain solution, photographic fixer and developer
solutions, machine and hydraulic oils and solvents. While management believes
that the Company's current operations are in substantial compliance with
Environmental Laws, there can be no assurance that all potential environmental
liabilities have been identified, or that future uses, conditions or legal
requirements (including without limitation, those that may result from future
acts or omissions or changes in applicable Environmental Laws) will not
materially adversely affect the Company's business or operations in the future.
See "Business--Environmental Regulations."

COMPETITION

Workflow Management competes for retail sales of documents and envelopes
against other independent distributors and against manufacturers' direct sales
organizations. In commercial printing, the Company also competes with
manufacturers' direct sales organizations, independent brokers, advertising
agencies and design firms. The principal competitive factors in the graphic arts
industry are price, quality, selection, services, production capacity, delivery
and customer support.

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& Reynolds Company, Standard Register Company and Wallace Computer Services,
Inc., and the largest competitors in the U.S. envelope industry, such as
Mail-Well, Westvaco and Tension Envelope Company. The largest competitors for
commercial printing include direct sales organizations of Graphic Industries,
Inc., R. R. Donnelley & Sons, Quebecor, Inc. and World Color Press, Inc. Most of
these competitors have substantially greater financial resources than the
Company.

INABILITY TO ASSIGN CONTRACTS

In connection with the Workflow Distribution, certain operating companies
(the "Predecessor Companies") will be reorganized into new business entities
(the "Successor Companies"). The Predecessor Companies have entered into
numerous contracts, including leases, employment and services contracts that
will require the consents of the other parties to assignment of such contracts
to the Successor Companies. Failure to obtain any or all of such consents could
result in loss of benefits under leases or employment contracts, or loss of
revenues or the acceleration of obligations thereunder or under other contracts.
There can be no assurance that any of the parties to contracts with Predecessor
Companies will consent to the assignment of these contracts to the Successor
Companies. Inability to assign any or all of these contracts may have a material
adverse effect on the Successor Companies and Workflow Management as a whole.

NO DIVIDENDS

Workflow Management does not expect to pay cash dividends on Company Common
Stock in the foreseeable future. See "Dividend Policy."

ABSENCE OF PUBLIC MARKET

Prior to the Workflow Distribution and the Offering, there will be no public
market for the Company Common Stock. The initial public offering price of the
Company Common Stock will be determined through negotiations among the Company
and the underwriters of the Offering and may not be indicative of the market
price for the Company Common Stock after the Offering and the Workflow
Distribution. The trading price of the Company Common Stock could be subject to
wide fluctuations in response to variations in the Company's quarterly operating
results, changes in earnings estimates by analysts, conditions in the Company's
businesses, general market or economic conditions or other factors. In addition,
in recent years the stock market has experienced extreme price and volume
fluctuations. These fluctuations have had a substantial effect on the market
prices for many companies, often unrelated to the operating performance of the
specific companies. Such market fluctuations could have a material adverse
effect on the market price of the Company Common Stock. See "--Potential
Volatility of Stock Price and Other Risks Associated With Shares Eligible for
Immediate Sale."

CONSIDERATION FOR OPERATING COMPANIES EXCEEDS ASSET VALUE

To date, the purchase prices of the Company's acquisitions have not been
established by independent appraisals, but generally have been determined
through arm's-length negotiations between the Company's management and
representatives of such companies. The consideration paid for each such company
has been based primarily on the value of such company as a going concern and not
on the value of the acquired assets. Valuations of these companies determined
solely by appraisals of the acquired assets would have been less than the
consideration paid for the companies. No assurance can be given that the future
performance of such companies will be commensurate with the consideration paid.
Workflow Management does not expect to value future acquisitions on the basis of
asset appraisals. Therefore, this risk will apply to future acquisitions as
well.

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RISK OF LOSS FROM POSSIBLE FAILURE TO ACHIEVE YEAR 2000 COMPLIANCE

Several of the Company's operating companies are using billing or other
software that is not Year 2000 compliant. The Company has not quantified the
costs of addressing its Year 2000 issues, but it believes that the necessary
adaptations of these systems can be completed in the next 18 months, and that
the costs of achieving compliance will not be material. If the Company is unable
to make the necessary adaptations on a timely basis, or if the costs are greater
than expected, the consequences of untimely resolution or the costs of complying
could have an adverse impact on the Company's business or operations.

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THE WORKFLOW DISTRIBUTION

GENERAL

Each holder of shares of U.S. Office Products Common Stock of record as of
5:00 p.m. EDT on June 9, 1998 (the "Record Date"), will receive one share of
Company Common Stock for every 7.5 shares of U.S. Office Products Common Stock
held on the Record Date. The Company Common Stock will be distributed on behalf
of U.S. Office Products by American Stock Transfer & Trust Company as the
Distribution Agent. No certificates or scrip representing fractional shares of
Company Common Stock will be issued. Following the announcement of the proration
results of the Tender Offer, fractional share interests will be aggregated and
sold by the Distribution Agent at such time or times as it shall determine in
open market transactions effected through broker-dealers selected by it. The
cash proceeds will be distributed to those stockholders entitled to a fractional
interest with the distribution of payment for the tendered shares or as soon
thereafter as practicable. Certificates representing shares of Company Common
Stock are expected to be distributed as soon as practicable after the
Distribution Date.

Workflow Management is a newly formed subsidiary of U.S. Office Products
that will, as of the Distribution Date, hold substantially all of the businesses
and assets of, and will be responsible for substantially all of the liabilities
associated with, U.S. Office Products Print Management Division. See "The
Spin-Offs From U.S. Office Products--Distribution Agreement." Workflow
Management will include the businesses of the following wholly-owned
subsidiaries of U.S. Office Products: SFI, Hano, United, Huxley, Rex, Pocono,
DBF and Astrid. Immediately prior to the Workflow Distribution, U.S. Office
Products will hold all the issued and outstanding shares of Company Common
Stock. Approximately 14,760,000 shares of Company Common Stock will be
distributed to stockholders of U.S. Office Products Common Stock in the Workflow
Distribution, which is calculated as follows: (a) approximately 110,700,000,
shares of U.S. Office Products Common Stock expected to be outstanding at the
date of the Workflow Distribution (which is equal to (i) approximately
133,800,000 shares of U.S. Office Products Common Stock outstanding on April 25,
1998, plus (ii) approximately 8,900,000 shares of U.S. Office Products Common
Stock assumed to be issued on conversion of the 2001 Notes, plus (iii)
approximately 5,000,000 shares of U.S. Office Products Common Stock assumed to
be issued on exercise of stock options accepted into the Tender Offer, less (iv)
37,037,037 shares (including shares that may be issued on exercise of vested and
unvested options for U.S. Office Products Common Stock) to be repurchased in the
Tender Offer), divided by (b) the Distribution Ratio of one share of Company
Common Stock distributed for every 7.5 shares of U.S. Office Products Common
Stock. The number of shares to be distributed could be greater if additional
shares of U.S. Office Products Common Stock are issued prior to the Workflow
Distribution pursuant to outstanding convertible debt securities or stock
options of U.S. Office Products.

THE STRATEGIC RESTRUCTURING PLAN

The Workflow Distribution is part of the Strategic Restructuring Plan. The
principal elements of the Strategic Restructuring Plan are:

- Pursuant to the Tender Offer, U.S. Office Products has offered to purchase
37,037,037 shares of U.S. Office Products Common Stock (including shares
that may be issued on exercise of vested and unvested options for U.S.
Office Products Common Stock) at $27.00 per share (or, in the case of
stock options, at $27.00 minus the exercise price of the options), and
will incur additional indebtedness to pay a substantial portion of the
purchase price for these shares.

- Pursuant to the Distributions, U.S. Office Products will distribute the
shares of the Spin-Off Companies to U.S. Office Products stockholders
based on the shares of U.S. Office Products Common Stock outstanding after
acceptance of shares in the Tender Offer. Each U.S. Office Products
stockholder will receive such stockholder's pro rata share of the stock of
each Spin-Off Company.

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- Following the Record Date, CD&R will make the Equity Investment in U.S.
Office Products. CD&R will not acquire any interests in the Spin-Off
Companies.

Following completion of the Distributions, U.S. Office Products will retain
its North American Office Products Group (including its office supply, office
furniture, and office coffee and beverage services businesses), Mail Boxes,
Etc., its New Zealand and Australia operations and its 49% interest in Dudley
Stationery Limited (a U.K. contract stationer). U.S. Office Products' print
management, technology solutions, educational supplies and corporate travel
services businesses will be operated by the Spin-Off Companies.

In conjunction with the Strategic Restructuring Plan, U.S. Office Products
has undertaken or plans to undertake the following Financing Transactions:

- Pursuant to the 2003 Note Tender, U.S. Office Products will purchase any
or all of its 2003 Notes for a purchase price of 94.5% of the principal
amount and accrued interest.

- Pursuant to the 2001 Note Offer, U.S. Office Products exchanged
approximately $131.0 million principal amount of its 2001 Notes for
8,100,741 shares of U.S. Office Products Common Stock at an exchange rate
of 61.483 shares per $1,000 principal amount, which effectively reduced
the conversion price on the 2001 Notes from $19.00 to $16.71 while the
offer was open.

- Pursuant to a commitment letter from a group of lenders, U.S. Office
Products will enter into a new $1.225 billion senior credit facility.

- U.S. Office Products will issue and sell at least $400.0 million in Senior
Subordinated Notes in a private placement.

REASONS FOR THE DISTRIBUTIONS

The U.S. Office Products Board has approved the Strategic Restructuring
Plan, including the Distributions. The U.S. Office Products Board determined
that separation of the businesses of the Spin-Off Companies and the continuing
business of U.S. Office Products as part of the Strategic Restructuring Plan
would have advantages for the Spin-Off Companies and U.S. Office Products. The
Distributions will allow U.S. Office Products and the Spin-Off Companies to
adopt strategies and pursue objectives that are more appropriate to their
respective industries and geographic territories. After the Distributions, U.S.
Office Products will be focused on a more narrow group of businesses that
involve primarily the distribution of office products and business services.
Each of the Spin-Off Companies will be focused primarily on their individual
businesses.

The Distributions will allow the Spin-Off Companies to pursue independent
acquisition programs with a more focused use of resources and, where stock is
used as consideration, provide stock of a public company that is in the same
industry as the businesses being acquired. Before the Distributions, U.S. Office
Products acquired companies in, for example, the graphic arts business using
U.S. Office Products Common Stock. Sellers were thus required to accept stock in
a business that included office products, corporate travel services, educational
supplies and technology solutions businesses. Following the Workflow
Distribution, the Company will be able to offer stock in its own business, which
will be substantially the same as the businesses Workflow Management expects to
acquire.

The Distributions will enable the financial community to evaluate U.S.
Office Products and the Spin-Off Companies as distinct businesses and compare
them more easily to industry peers. U.S. Office Products believes that this will
allow the financial community to better understand the businesses carried on by
U.S. Office Products and the Spin-Off Companies and more accurately value those
businesses.

The Distributions will also allow U.S. Office Products and the Spin-Off
Companies to offer their respective employees more focused incentive
compensation packages. The incentive compensation packages (which are expected
to consist primarily of stock options) will offer the officers and other key

20
<PAGE>

employees of each Spin-Off Company equity interests in a company whose
performance is tied directly to the business in which they operate. The
Company's ability to issue stock options (as well as other equity) will be
subject to certain limitations in order to avoid triggering certain adverse
income tax consequences. See "--U.S. Federal Income Tax Consequences of the
Workflow Distribution."

The Equity Investment is conditioned on completion of all of the
Distributions (as well as completion of the Tender Offer). The U.S. Office
Products Board of Directors recognized that U.S. Office Products was making a
transition from an acquisition-oriented company to a business more focused on
growth through improvement and expansion of existing operations. The U.S. Office
Products Board concluded that the investment by CD&R in U.S. Office Products,
and support of the management of U.S. Office Products by CD&R Inc., would
contribute to U.S. Office Products' development. CD&R Inc. has substantial
experience in providing companies in which its affiliates invest with financial
and managerial advisory services aimed at building value and improving
operational, marketing and financial performance. CD&R Inc. is also experienced
in advising and assisting companies in managing high levels of debt.

OTHER ELEMENTS OF THE STRATEGIC RESTRUCTURING PLAN

TENDER OFFER. Pursuant to the Tender Offer, U.S. Office Products offered to
repurchase 37,037,037 shares (including shares that may be issued on exercise of
vested and unvested stock options) of U.S. Office Products Common Stock at a
price of $27.00 per share (or, in the case of stock options, at $27.00 minus the
exercise price of the options). Acceptance of and payment for shares of U.S.
Office Products Common Stock under the Tender Offer is subject to a number of
conditions. These conditions include: (i) U.S. Office Products having obtained
financing sufficient to fund the Tender Offer; (ii) all conditions to the
completion of the Equity Investment having been satisfied or waived, except for
completion of the Tender Offer and the Distributions; (iii) registration
statements relating to the Distributions having become effective; and (iv) all
other conditions to the completion of the Distributions, including U.S. Office
Products having received an opinion of Wilmer, Cutler & Pickering regarding the
tax treatment of the Distributions, having been satisfied, except for completion
of the Tender Offer.

The Tender Offer expired on June 1, 1998, and preliminary results indicated
that approximately 167.3 million shares of U.S. Office Products Common Stock and
shares of U.S. Office Products Common Stock underlying stock options were
tendered in accordance with the terms of the tender offer (including
approximately 42.6 million shares tendered through guaranteed delivery
procedures). According to the preliminary count, the number of shares tendered,
together with the number of shares subject to guaranteed delivery, exceeds the
total number of shares of U.S. Office Products Common Stock available for tender
(including shares underlying stock options). Based upon the number of shares of
U.S. Office Products Common Stock outstanding and the total number of shares
that may be issued upon exercise of options, U.S. Office Products has determined
that the proration factor should not be less than 22.5%. The preliminary count
is subject to verification, and U.S. Office Products expects to announce the
final results of the equity self-tender offer on June 8, 1998.

U.S. Office Products expects to finance the aggregate tender price through a
combination of a new senior credit facility for $1.225 billion (the "USOP Credit
Facility"), the net proceeds of the Equity Investment and issuance of $400.0
million of Senior Subordinated Notes in a private placement. U.S. Office
Products anticipates that the foregoing borrowings will increase its outstanding
debt by approximately $440.0 million. Approximately $362.0 million was
outstanding under U.S. Office Products existing bank credit facility as of March
20, 1998. U.S. Office Products has entered into a commitment for the USOP Credit
Facility.

The Record Date for the Distributions will occur after acceptance of shares
in the Tender Offer. Accordingly, U.S. Office Products stockholders who tender
their shares of U.S. Office Products Common Stock in the Tender Offer will not
receive shares of the Spin-Off Companies in the Distributions to the extent
their shares of U.S. Office Products Common Stock are accepted in the Tender
Offer. Because the

21
<PAGE>

Tender Offer was for only 37,037,037 shares of U.S. Office Products Common Stock
(including shares that may be issued on exercise of vested and unvested options
for U.S. Office Products Common Stock) and the number of shares tendered exceeds
that amount, only a portion of the shares tendered by any U.S. Office Products
stockholder will be accepted. U.S. Office Products stockholders who tender their
shares and do not otherwise dispose of shares that are not accepted before the
Distributions will receive shares of the Spin-Off Companies in the Distributions
with respect to a portion of their shares of U.S. Office Products Common Stock.

EQUITY INVESTMENT. Pursuant to the Investment Agreement dated as of January
12, 1998, as amended, between U.S. Office Products and CD&R (the "Investment
Agreement"), U.S. Office Products will issue and sell U.S. Office Products
Common Stock and rights to purchase U.S. Office Products Common Stock to CD&R
for a purchase price of $270.0 million. As a result of the Equity Investment,
CD&R will acquire: (a) shares of U.S. Office Products Common Stock representing
24.9% of the outstanding shares of U.S. Office Products Common Stock after
giving effect to the issuance of such shares; (b) rights ("Special Warrants") to
receive for nominal consideration additional shares of U.S. Office Products
Common Stock equal to 24.9% (after giving effect to issuance of such additional
shares upon exercise of the Special Warrants) of the additional shares that are
issuable upon the conversion of certain outstanding convertible debentures of
U.S. Office Products and shares of U.S. Office Products Common Stock that are
actually issued pursuant to certain contingent rights under existing acquisition
agreements; and (c) warrants ("Common Stock Warrants") representing the right to
purchase one share of U.S. Office Products Common Stock for each share of U.S.
Office Products Common Stock purchased by CD&R at the date of the closing under
the Investment Agreement (the "Closing Date") and for each share of U.S. Office
Products Common Stock into which the Special Warrants become exercisable. The
Special Warrants are exercisable from and after the Closing Date until the 12th
anniversary thereof, subject to certain limitations, and the Common Stock
Warrants are exercisable from and after the second anniversary of the Closing
Date until such 12th anniversary. The aggregate exercise price of the Common
Stock Warrants is $405.0 million.

CD&R has contracted to purchase a 24.9% equity interest in U.S. Office
Products, including the shares issued to CD&R (the "Initial CD&R Acquisition").
CD&R's percentage ownership of U.S. Office Products will not increase or
decrease depending on the actual number of shares of U.S. Office Products Common
Stock outstanding on the closing date of the Initial CD&R Acquisition. The
Special Warrants will be issued to allow CD&R to maintain its 24.9% ownership
interest if (i) any 2001 Notes that remained outstanding after the 2001 Note
Offer were converted into U.S. Office Products Common Stock at the conversion
price in effect after adjusting for the Tender Offer and the Distributions, or
(ii) additional shares are issued under certain contracts for acquisitions
completed by U.S. Office Products.

Assuming (i) exercise of all currently exercisable outstanding options, (ii)
no 2003 Notes were repurchased in the 2003 Note Tender and all such 2003 Notes
were converted in accordance with their existing terms, in each case without any
adjustment for the Strategic Restructuring Plan, (iii) exercise of the Special
Warrants in full, and (iv) exercise of the Common Stock Warrants in full, CD&R
could own approximately 34.7% of outstanding U.S. Office Products Common Stock
on a fully-diluted basis. U.S. Office Products expects to make adjustments to
the number and exercise price of outstanding options, and to the conversion
price of any 2001 Notes and 2003 Notes remaining after the 2001 Note Offer and
the 2003 Note Tender, on account of the restructuring transactions, and these
adjustments will result in a greater number of shares of U.S. Office Products
Common Stock that may be issued upon exercise of the options and conversion of
such notes. Although the amount of these adjustments will not be known until
after the completion of the Strategic Restructuring Plan, the effect of these
adjustments will be to reduce CD&R's fully-diluted ownership interest in U.S.
Office Products from the amounts set forth above. If no currently exercisable
outstanding options are exercised, exercise of the Special Warrants and Common
Stock Warrants could give CD&R approximately 39.9% of outstanding U.S. Office
Products Common

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<PAGE>
Stock after implementation of the Strategic Restructuring Plan (assuming that
all of the 2001 Notes are exchanged in the 2001 Note Offer and all of the 2003
Notes are tendered in the 2003 Note Tender).

Because the Record Date for the Distributions will be immediately before the
closing of the Equity Investment, CD&R will not receive any shares of the
Spin-Off Companies in the Distributions.

Prior to the closing of the Initial CD&R Acquisition, the Board of Directors
of U.S. Office Products will consist of nine persons, including the chief
executive officer, three designees of CD&R, three designees of the U.S. Office
Products Board and two persons who are satisfactory to both CD&R and the U.S.
Office Products Board. After the closing of the Initial CD&R Acquisition, the
existing members of the U.S. Office Products Board will have the right to
nominate six directors, which will include the chief executive officer. CD&R
will have the right to nominate three directors. So long as CD&R has the right
to nominate two or more directors, one of CD&R's nominees will serve as Chairman
of the Board. CD&R can nominate one additional person to the U.S. Office
Products Board, if the directors of U.S. Office Products do not nominate U.S.
Office Products' chief executive officer to the Board.

In addition, three-fourths of the directors of U.S. Office Products must
approve the following transactions: (i) the sale by U.S. Office Products of
equity securities, other than (A) a specified amount made available under
employee benefit plans, such as option plans, or (B) a specified amount issued
to acquire companies or issued in public offerings; (ii) any merger, tender
offer involving U.S. Office Products' equity securities or the sale, lease or
disposition of all or substantially all of U.S. Office Products' assets or other
business combination involving U.S. Office Products, unless the consideration
for such sale is all cash or is freely tradeable common stock of a public
company with a specified level of market capitalization; (iii) any major
recapitalization; (iv) certain amendments to stockholder rights plans; (v) any
dissolution or partial liquidation of U.S. Office Products; or (vi) any
modification to U.S. Office Products' organizational documents or by-laws that
is inconsistent with CD&R's rights under the Investment Agreement or any other
agreements between U.S. Office Products and CD&R. The effect of this provision
is so long as CD&R can nominate three directors, at least one of them must vote
in favor of any of the above actions for it to be approved.

The following table summarizes the right of CD&R to nominate directors of
U.S. Office Products and shows when the three-fourths super-majority voting
requirement will apply:

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES OF U.S. NUMBER OF DIRECTORS RIGHT TO THREE-FOURTHS BOARD
OFFICE PRODUCTS COMMON CD&R IS ENTITLED TO DESIGNATE APPROVAL FOR
STOCK RETAINED BY CD&R(1)(2) NOMINATE (OUT OF NINE)(3)(4) CHAIRMAN CERTAIN TRANSACTIONS(2)
- ------------------------------------------------- ----------------------------- ------------- -------------------------
<S> <C> <C> <C>
66 2/3% to 100%.................................. Three Yes Yes
33 1/3% to 66 2/3%............................... Two Yes Yes
Less than 33 1/3% (but CD&R holds at least 5% of
the then outstanding voting stock of U.S.
Office Products................................ One No No
Less than 5% of the then outstanding U.S. Office
Products voting stock.......................... None No No
</TABLE>

- ----------------------

(1) Includes shares CD&R can acquire by exercising the Special Warrants.

(2) All of CD&R's corporate governance rights will expire on the earlier of the
fifth anniversary of the closing of the Initial CD&R Acquisition or if CD&R
ever acquires more than 50% of the voting power represented by U.S. Office
Products' then outstanding voting stock.

(3) CD&R can approve one additional nominee if the Chief Executive Officer of
U.S. Office Products is not a member of the Board or is not a Board nominee.

(4) The size of the Board can be increased up to a total of 12 members, in which
case the number of directors that CD&R has the right to nominate will
increase proportionately.

CD&R's obligation to consummate the Equity Investment is subject to the
satisfaction or waiver of various conditions. These include, among others: (i)
accuracy of U.S. Office Products' representations and

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<PAGE>

warranties and compliance by U.S. Office Products with its obligations under the
Investment Agreement; (ii) receipt of necessary antitrust and other regulatory
clearance; (iii) absence of material litigation; (iv) U.S. Office Products'
stockholder approval of the issuance of shares in the Equity Investment; (v)
consummation of the Distributions in accordance with the Distribution Agreement
containing certain terms specified in the Investment Agreement and otherwise as
reasonably approved by CD&R; (vi) execution and delivery of the Tax Allocation
Agreement containing certain terms specified in the Investment Agreement and
otherwise as reasonably approved by CD&R; (vii) execution of documents relating
to financing for the Tender Offer satisfactory in form and substance to CD&R;
(viii) completion of the Tender Offer; (ix) execution of a consulting agreement
with CD&R, Inc. providing for payment of an annual consulting fee of $500,000
and a registration rights agreement with CD&R; (x) absence of any development
since October 25, 1997 that would have a material adverse effect on U.S. Office
Products after giving effect to the Distributions; (xi) no person or group
(other than CD&R or its affiliates) having entered into an agreement with U.S.
Office Products with respect to a tender or exchange offer for any shares of
U.S. Office Products Common Stock, or a merger, consolidation, or other business
combination with or involving the Company; and (xii) U.S. Office Products' debt
immediately following completion of the transactions contemplated by the
Strategic Restructuring Plan shall not exceed $1.4 billion (assuming conversion
of certain convertible debt) and the outstanding debt of the Spin-Off Companies
shall be at least $130.0 million plus expenditures by such entities for
acquisitions after the date of the Investment Agreement. See "The Spin-Offs From
U.S. Office Products--Distribution Agreement" and "The Spin-Offs From U.S.
Office Products--Tax Allocation Agreement and Tax Indemnification Agreement." If
U.S. Office Products does not proceed with the Distributions, or if the Equity
Investment does not occur for certain other reasons, CD&R can terminate the
Investment Agreement and CD&R would receive a termination fee of $25.0 million
plus CD&R's reasonable fees and expenses. If the Equity Investment is completed,
CD&R, Inc. will receive a transaction fee of $15.0 million and reimbursement for
expenses it incurs in connection with the transaction. For additional
information concerning the Equity Investment, investors should refer to U.S.
Office Products' Proxy Statement for its special meeting of stockholders to be
held to consider the issuance of shares in the Equity Investment. See
"Additional Information."

RELATED TRANSACTIONS. Jonathan J. Ledecky, the founder, Chairman of the
Board and former Chief Executive Officer of U.S. Office Products, will resign as
Chairman of the U.S. Office Products Board upon completion of the Distributions.
In connection with the adoption of the Strategic Restructuring Plan, the U.S.
Office Products Board of Directors and Mr. Ledecky concluded that it was
important to the achievement of the objectives of the Strategic Restructuring
Plan that the Spin-Off Companies obtain the benefit of Mr. Ledecky's skills and
experience. Accordingly, U.S. Office Products entered into the Ledecky Services
Agreement. The Company will enter into an employment agreement with Mr. Ledecky
which will implement assigned portions of the Ledecky Services Agreement. The
Ledecky Services Agreement provides for non-competition and non-solicitation
restrictions that will continue for four years after the Workflow Distribution
has been completed. U.S. Office Products is permitted to (and will) assign to
Workflow Management the ability to enforce the non-competition provisions
described above as to its own business, which will then constitute part of Mr.
Ledecky's employment agreement with the Company. Mr. Ledecky will receive
options to purchase up to 7.5% of the outstanding shares of common stock of each
Spin-Off Company as of the Distribution Date, without regard to the Offering.
For additional information on the terms of the Ledecky Services Agreement and
the options to be granted by the Company to Mr. Ledecky, see "Management of
Workflow Management--Ledecky Services Agreement" and "Management of Workflow
Management--1998 Stock Incentive Plan."

Workflow Management has filed a Registration Statement with the Commission
for the issuance of shares of Company Common Stock in the Offering that is
expected to close following the Workflow Distribution. As a result of certain
U.S. federal income tax limitations under Section 355 of the Code on the number
of shares that Workflow Management can issue in connection with the Workflow
Distribution without jeopardizing the tax-free treatment of the Workflow
Distribution, the amount of Workflow Management capital stock that will be
issued in such a public offering will be limited by the factors

24
<PAGE>
discussed in "Risk Factors--Tax Matters," "Risk Factors--Possible Limitations on
Issuances of Common Stock" and "--U.S. Federal Income Tax Consequences of the
Workflow Distribution."

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE WORKFLOW DISTRIBUTION

Wilmer, Cutler & Pickering expects to deliver the Tax Opinion at the time of
the Distributions on the material U.S. federal income tax consequences of the
Workflow Distribution to U.S. Office Products and the holders of U.S. Office
Products Common Stock on the Record Date. The Tax Opinion will be based on the
Code, and regulations, rulings, and judicial decisions as of the date thereof,
all of which may be repealed, revoked, or modified so as to result in U.S.
federal income tax consequences different from those described below. Such
changes could be applied retroactively in a manner that could adversely affect a
holder of U.S. Office Products Common Stock. In addition, the authorities on
which the Tax Opinion will be based are subject to various interpretations. It
is therefore possible that the U.S. federal income tax treatment of the Workflow
Distribution and of the holding and disposition of the Company Common Stock may
differ from the treatment described below.

The Tax Opinion will apply only to holders of U.S. Office Products Common
Stock who are U.S. persons and who hold U.S. Office Products Common Stock as a
capital asset (generally, property held for investment) within the meaning of
Section 1221 of the Code. A U.S. person is the beneficial owner of U.S. Office
Products Common Stock that is (i) for U.S. federal income tax purposes a citizen
or resident of the United States (including certain former citizens and former
long-term residents), (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate the income of which is subject to U.S.
federal income taxation regardless of its source or (iv) a trust with respect to
the administration of which a court within the United States is able to exercise
primary supervision and one or more U.S. persons have the authority to control
all substantial decisions of the trust. The Tax Opinion will not address tax
considerations applicable to a holder of U.S. Office Products Common Stock's
particular circumstances or to a holder that may be subject to special tax rules
(such as holders subject to the alternative minimum tax) or other special
situations, such as those of dealers in securities or currencies, financial
institutions, insurance companies, persons holding U.S. Office Products Common
Stock as part of a hedging or conversion transaction or a straddle, persons
whose "functional currency" is not the U.S. dollar, and certain U.S.
expatriates.

The Tax Opinion will not address all aspects of U.S. federal income taxation
that may be relevant to holders of U.S. Office Products Common Stock in light of
their particular circumstances, nor will it address any tax consequences arising
under the laws of any state, local, or foreign taxing jurisdiction. Holders of
U.S. Office Products Common Stock should consult their tax advisors about the
particular U.S. federal income tax consequences to them of the Workflow
Distribution, or the holding and disposition of the Company Common Stock, as
well as any tax consequences arising under the laws of any state, local, or
foreign taxing jurisdiction.

EFFECT ON U.S. OFFICE PRODUCTS AND HOLDERS OF U.S. OFFICE PRODUCTS COMMON
STOCK. Subject to the foregoing, the Tax Opinion will state Wilmer, Cutler &
Pickering's opinion that for U.S. federal income tax purposes the Distributions
(including the Workflow Distribution) will qualify as tax-free spin-offs under
Section 355 of the Code, and will not be subject to Section 355(e) of the Code.
U.S. Office Products will not complete the Workflow Distribution unless it
receives the Tax Opinion. The Tax Opinion will be based on the accuracy as of
the time of the Distributions of factual representations made by U.S. Office
Products, the Spin-Off Companies and CD&R and certain other information, data,
documentation and other materials that Wilmer, Cutler & Pickering has deemed
necessary.

The Tax Opinion will represent Wilmer, Cutler & Pickering's best judgment of
how a court would rule. However, the Tax Opinion is not binding upon either the
IRS or any court. A ruling has not been, and will not be, sought from the IRS
with respect to the U.S. federal income tax consequences of the Workflow
Distribution.

25
<PAGE>
Assuming the Workflow Distribution qualifies as a tax-free spin-off under
Section 355 and is not taxable under Section 355(e)

1. No gain or loss will be recognized by holders of U.S. Office
Products Common Stock as a result of their receipt of Company Common Stock
in the Workflow Distribution. Holders of U.S. Office Products Common Stock
will recognize gain or loss on the receipt of cash in lieu of fractional
shares (as discussed below).

2. No gain or loss will be recognized by U.S. Office Products as a
result of the Workflow Distribution.

3. A stockholder's tax basis in such stockholder's U.S. Office Products
Common Stock immediately before the Workflow Distribution will be allocated
among the U.S. Office Products Common Stock and the Spin-Off Companies'
common stock (including any fractional shares) received with respect to such
U.S. Office Products Common Stock in proportion to their relative fair
market values on the Distribution Date. Such allocation must be calculated
separately for each block of U.S. Office Products Common Stock (shares
purchased at the same time and at the same cost) with respect to which the
Spin-Off Companies' common stock is received.

4. The holding period of the Company Common Stock (including any
fractional shares) received in the Workflow Distribution will include the
holding period of the U.S. Office Products Common Stock with respect to
which it was distributed.

Treasury regulations governing Section 355 require that each holder of U.S.
Office Products Common Stock who receives shares of Company Common Stock
pursuant to the Workflow Distribution attach a statement to the U.S. federal
income tax return that will be filed by such stockholder for the taxable year in
which the stockholder receives Company Common Stock in the Workflow
Distribution. The regulations require that the statement show the applicability
of Section 355 to the Workflow Distribution. U.S. Office Products will provide
each U.S. Office Products stockholder of record on the Record Date with
information necessary to comply with this requirement.

CONSEQUENCES OF FAILURE TO QUALIFY AS A TAX-FREE DISTRIBUTION. As noted
above, the Tax Opinion is not binding on the IRS or the courts. Holders of U.S.
Office Products Common Stock should be aware that the requirements of Section
355 pertaining to business purpose, active trade or business, and absence of a
device for distribution of earnings and profits, as well as the requirements of
Section 355(e) pertaining to a plan or series of related transactions to acquire
50% or more by vote or value of a company, are highly dependent on factual
interpretations, are to a significant extent subjective in nature, and have a
relative absence of authority addressing their application to the particular
facts presented by the Workflow Distribution. Accordingly, the IRS and/or a
court could reach a conclusion that differs from the conclusions in the Tax
Opinion.

BUSINESS PURPOSE. In order for the Workflow Distribution to qualify as a
tax-free spin-off under Section 355, it must be motivated, in whole or
substantial part, by one or more corporate business purposes. U.S. Office
Products will represent that the Workflow Distribution was motivated, in whole
or substantial part, to allow U.S. Office Products and Workflow Management to
adopt strategies and pursue objectives that are more appropriate to their
respective industries and stages of growth; to allow Workflow Management to
pursue an independent acquisition program with a more focused use of resources
and, where stock is used as consideration, to allow Workflow Management to
provide stock of a public company that is in the same industry as the business
being acquired; to allow U.S. Office Products and Workflow Management to offer
their respective employees more focused compensation packages; and to make
possible the Equity Investment, which the Board of Directors of U.S. Office
Products concluded would contribute to U.S. Office Products' development, based
on the skills and experience of CD&R, Inc. Based on these representations and
certain other information, data, documentation and other materials, Wilmer,
Cutler & Pickering expects to deliver an opinion at the time of the
Distributions that the Workflow

26
<PAGE>
Distribution satisfies the business purpose requirement of Section 355. However,
although similar rationales have been accepted by the IRS in other circumstances
as sufficient to meet the business purpose requirement of Section 355, there can
be no assurances that the IRS will not assert that the business purpose
requirement is not satisfied.

ACTIVE TRADE OR BUSINESS. In order for the Workflow Distribution to qualify
as a tax-free spin-off under Section 355, both Workflow Management and U.S.
Office Products must be engaged in an active trade or business that has been
actively conducted for the five-year period preceding the Workflow Distribution,
taking into account only businesses that have been acquired in transactions in
which no gain or loss was recognized. Whether current and historical business
activity constitutes an active trade or business, and whether any gain or loss
should have been recognized in an acquisition structured and reported as a
nontaxable transaction, turn in some instances on the application of subjective
legal standards and on factual determinations, such as intentions of the parties
involved. Based on the representations of U.S. Office Products and Workflow
Management, Wilmer, Cutler & Pickering expects to deliver an opinion at the time
of the Distributions that the Workflow Distribution will satisfy the active
trade or business requirement. However, because of the inherently subjective
nature of important elements of the active trade or business requirement, and
because the IRS may challenge the representations upon which Wilmer, Cutler &
Pickering relies, there can be no assurance that the IRS will not assert that
the active trade or business requirement is not satisfied.

ABSENCE OF A DEVICE FOR DISTRIBUTION OF EARNINGS AND PROFITS. The Workflow
Distribution will not qualify as a tax-free spin-off under Section 355 if the
Workflow Distribution was used principally as a device for the distribution of
the earnings and profits of U.S. Office Products or Workflow Management.
Treasury regulations provide that this test is applied based on all the facts
and circumstances, including the presence or absence of factors described in the
Regulations as "device factors" and "nondevice factors." Application of this
test is uncertain in part because of its subjective nature. Based on the
representations of U.S. Office Products and Workflow Management, Wilmer, Cutler
& Pickering expects to deliver an opinion at the time of the Distributions that
the Workflow Distribution is not a transaction used principally as a device for
the distribution of earnings and profits of either U.S. Office Products or
Workflow Management. However, because of the inherently subjective nature of the
device test (including the subjectivity involved in assigning weight to various
factors), and because the IRS may challenge the representations upon which
Wilmer, Cutler & Pickering relies, there can be no assurance that the IRS will
not assert that the Workflow Distribution is a transaction used principally as a
device for the distribution of earnings and profits of U.S. Office Products or
Workflow Management.

If the Workflow Distribution fails to qualify as a tax-free spin-off under
Section 355:

1. U.S. Office Products will recognize gain, equal to the difference
between the fair market value of the Company Common Stock on the
Distribution Date and U.S. Office Products adjusted tax basis in the Company
Common Stock on the Distribution Date. If U.S. Office Products were to
recognize gain on the Workflow Distribution, such gain would likely be
substantial.

2. Each holder of U.S. Office Products Common Stock will be treated as
having received a taxable corporate distribution in an amount equal to the
fair market value (on the Distribution Date) of the Company Common Stock
distributed to such stockholder, including fractional shares. The
distribution would generally be treated as ordinary dividend income to a
U.S. Office Products stockholder to the extent of such U.S. Office Products
stockholder's pro rata share of U.S. Office Products' accumulated and
current earnings and profits. To the extent the amount of the distribution
exceeds such U.S. Office Products stockholder's pro rata share of U.S.
Office Products' accumulated and current earnings and profits, such excess
would be treated first as a basis-reducing, tax-free return of capital to
the extent of the stockholder's tax basis in his or her U.S. Office Products
Common Stock and then as capital gain. For corporate stockholders, the
portion of the taxable distribution that constitutes a dividend would be
eligible for the dividends-received deduction (subject to certain
limitations in the Code) and could be subject to the Code's extraordinary
dividend provisions which, if

27
<PAGE>
applicable, would require a reduction in a corporate stockholder's basis in
its U.S. Office Products Common Stock to the extent of such deduction and
the recognition of gain to the extent the deduction exceeds the corporate
stockholder's tax basis in the U.S. Office Products Common Stock.

3. Each U.S. Office Products stockholder's tax basis in the Company
Common Stock would equal the fair market value on the Distribution Date of
the Company Common Stock (including fractional shares) distributed to such
stockholder.

4. The holding period of the Company Common Stock (including fractional
shares) received in the Workflow Distribution would begin with, and include,
the day after the Distribution Date.

Whether or not the Workflow Distribution is taxable, cash received by a
holder of U.S. Office Products Common Stock in lieu of a fractional share of
Company Common Stock will be treated as received in exchange for such fractional
share and the stockholder will recognize gain or loss for U.S. federal income
tax purposes measured by the difference between the amount of cash received and
the stockholder's tax basis in the fractional share. Such gain or loss will be
capital gain or loss to the stockholder.

EFFECT OF POST-DISTRIBUTION TRANSACTIONS. Section 355(e), which was added
in 1997, generally provides that a company that distributes shares of a
subsidiary in a spin-off that is otherwise tax-free will incur U.S. federal
income tax liability if 50% or more, by vote or value, of the capital stock of
either the company making the distribution or the subsidiary is acquired by one
or more persons acting pursuant to a plan or series or related transactions that
includes the spin-off. Stock acquired by certain related persons is aggregated
in determining whether this 50% test is met. There is a presumption that any
acquisition of 50% or more, by vote or value, of the capital stock of the
company or the subsidiary occurring two years before or after the spin-off is
pursuant to a plan that includes the spin-off. However, the presumption may be
rebutted by establishing that the spin-off and the acquisition are not part of a
plan or series of related transactions. Based on the representations of U.S.
Office Products, Workflow Management and CD&R, and the assumption that the
Workflow Distribution is not part of a plan that is outside the knowledge of
U.S. Office Products and Workflow Management pursuant to which one or more
persons will acquire directly or indirectly 50% or more by vote or value of the
capital stock of U.S. Office Products or Workflow Management, Wilmer, Cutler &
Pickering expects to deliver an opinion at the time of the Distributions that
the Workflow Distribution will not be taxable under Section 355(e). However,
there can be no assurance that the IRS will not assert that the Workflow
Distribution is taxable under Section 355(e).

If the Workflow Distribution is taxable under Section 355(e), U.S. Office
Products will recognize gain equal to the difference between the fair market
value of the Company Common Stock on the Distribution Date and U.S. Office
Products' adjusted tax basis in the Company Common Stock on the Distribution
Date. If U.S. Office Products were to recognize gain on the Workflow
Distribution, such gain would likely be substantial. However, no gain or loss
will be recognized by holders of Company Common Stock (except with respect to
cash received in lieu of fractional shares).

LIABILITY FOR DISTRIBUTION TAXES. Under the Tax Allocation Agreement,
Workflow Management and the other Spin-Off Companies will jointly and severally
indemnify U.S. Office Products for any Distribution Taxes assessed against U.S.
Office Products if an Adverse Tax Act of any of the Spin-Off Companies
materially contributes to a final determination that any or all of the
Distributions are taxable. Workflow Management will also enter into the Tax
Indemnification Agreement with the other Spin-Off Companies under which the
Spin-Off Company that is responsible for the Adverse Tax Act indemnify the other
Spin-off Companies for any liability to U.S. Office Products under the Tax
Allocation Agreement. As a consequence, Workflow Management will be liable for
any Distribution Taxes resulting from any Adverse Tax Act by Workflow Management
and liable (subject to indemnification by the other Spin-Off Companies) for any
Distribution Taxes resulting from an Adverse Tax Act by the other Spin-Off
Companies. Additionally, U.S. Office Products and the Spin-Off Companies will be
liable for its pro rata portion of such Distribution Taxes based on the value of
each company's common stock after the Distributions , if it is

28
<PAGE>
determined that there has not been an Adverse Tax Act by either U.S. Office
Products or any of the Spin-Off Companies. As a result, Workflow Management
could become liable for a pro rata portion of any Distribution Taxes with
respect not only to the Workflow Distribution, but also to any of the other
Distributions. See "The Spin-Offs From U.S. Office Products--Tax Allocation
Agreement and Tax Indemnification Agreement" for a detailed discussion of the
Tax Allocation Agreement.

WILMER, CUTLER & PICKERING'S OPINION OF THE MATERIAL U.S. FEDERAL INCOME TAX
CONSEQUENCES TO HOLDERS OF U.S. OFFICE PRODUCTS COMMON STOCK DOES NOT PURPORT TO
COVER ALL U.S. FEDERAL INCOME TAX CONSEQUENCES THAT MIGHT APPLY TO EVERY HOLDER
OF U.S. OFFICE PRODUCTS COMMON STOCK. ALL HOLDERS OF U.S. OFFICE PRODUCTS COMMON
STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR U.S.
FEDERAL, FOREIGN, STATE AND LOCAL TAX CONSEQUENCES OF THE WORKFLOW DISTRIBUTION
TO THEM.

REPLACEMENT OF OUTSTANDING U.S. OFFICE PRODUCTS OPTIONS

Workflow Management expects that all or substantially all vested and
unvested options ("U.S. Office Products Options") to acquire shares of U.S.
Office Products Common Stock that are held by Workflow Management employees on
the Distribution Date will be replaced with options ("Workflow Options") to
acquire shares of Company Common Stock. As of the Distribution Date,
approximately 1,066,437 U.S. Office Products Options will be held by employees
of Workflow Management. The number of Workflow Options that will be outstanding
after the Distributions will depend on the trading prices of U.S. Office
Products Common Stock around the time of the Distributions and the public
offering price of the Company Common Stock in the Offering. For those reasons,
the number of Workflow Options into which the U.S. Office Products Options will
convert is not yet determinable. The following formulae will be used to adjust
the number and exercise price of U.S. Office Products Options. Such formulae
will adjust solely for the Distributions and not for other events, such as the
Tender Offer. The exercise price of U.S. Office Products Options will be
adjusted by applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price of
Company Common Stock in the
Offering

Trading Price of U.S. Office
Products Common Stock Pre-Workflow
Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New)=Option Shares (Old) X Trading Price of U.S. Office Products
Common Stock Pre-Workflow Distribution

Initial Public Offering Price of
Company Common Stock in the Offering

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products Common Stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the expiration
of the Tender Offer and the completion of the Distributions. The foregoing
formula adjustments are intended to preserve for the holders of U.S. Office
Products Options the intrinsic value per option, measured as the difference
between the market value of one share of U.S. Office Products Common Stock at
the time of the Workflow Distribution and the exercise price of such option. The
intrinsic value of the adjusted Workflow Options will be no greater than the
intrinsic value of the U.S. Office Products Options immediately before the
Distributions, and the ratio of exercise price to market price will be not less
than the ratio immediately before the Distributions.

It is anticipated that all other terms of the Workflow Options will be the
same as the terms of the U.S. Office Products Options they replace. The options
held by the Workflow Management employees after the Workflow Distribution will
represent a greater percentage interest in Workflow Management than the
percentage interest in U.S. Office Products that such options represented before
the Workflow Distribution.

29
<PAGE>
RESTRICTIONS ON TRANSFER

Shares of the Company Common Stock distributed to the U.S. Office Products
stockholders pursuant to the Workflow Distribution will be freely transferable
under the Securities Act, except for shares received by any persons who may be
deemed to be "affiliates" of the Company as that term is defined in Rule 144
promulgated under the Securities Act. Persons who may be deemed to be affiliates
of Workflow Management after the Workflow Distribution generally include
individuals or entities that control, are controlled by, or are under common
control with, Workflow Management and may include certain officers and directors
of the Company as well as principal stockholders of Workflow Management. Persons
who are affiliates of Workflow Management will be permitted to sell their shares
of the Company Common Stock only pursuant to an effective registration statement
under the Securities Act or an exemption from the registration requirements of
the Securities Act, such as the exemptions provided for private transactions or
Rule 144 under the Securities Act.

EXPENSES OF THE DISTRIBUTIONS

U.S. Office Products estimates that legal, financial advisory, investment
banking, financing, accounting, printing, mailing and other expenses (including
the fees of U.S. Office Products' and Spin-Off Companies' transfer agents) of
the Strategic Restructuring Plan (including CD&R's fees and expenses), including
the Distributions, will total approximately $75.0 million. Upon request, U.S.
Office Products will pay the reasonable expenses of brokerage firms, custodians,
nominees and fiduciaries who are record holders of U.S. Office Products Common
Stock for forwarding this Information Statement/Prospectus to the beneficial
owners of such shares. The foregoing expenses will be allocated among U.S.
Office Products and the Spin-Off Companies pursuant to a formula to be
determined. See "The Spin-Offs From U.S. Office Products--Distribution
Agreement."

30
<PAGE>
THE SPIN-OFFS FROM U.S. OFFICE PRODUCTS

Following the Workflow Distribution, U.S. Office Products and Workflow
Management will operate independently, and (except for interests U.S. Office
Products may retain pursuant to certain pledge agreements) neither will have any
stock ownership, beneficial or otherwise, in the other. For the purposes of
governing certain of the ongoing relationships among U.S. Office Products,
Workflow Management and the other Spin-Off Companies after the Distributions,
and to provide mechanisms for an orderly transition, on or before the
Distribution Date, U.S. Office Products, Workflow Management and the other
Spin-Off Companies will enter into the Distribution Agreement, Tax Allocation
Agreement, and the Employee Benefits Agreement, and the Spin-Off Companies will
enter into the Tax Indemnification Agreement. The terms of the Distribution
Agreement, Tax Allocation Agreement, Tax Indemnification Agreement and Employee
Benefits Agreement have been determined while Workflow Management is a
wholly-owned subsidiary of U.S. Office Products. In addition, the Investment
Agreement specifies certain terms of these agreements and provides that they are
subject to CD&R's reasonable approval. Therefore, they will not be the result of
arm's-length negotiations between independent parties.

DISTRIBUTION AGREEMENT

TRANSFER OF SUBSIDIARIES AND ASSETS. The Distribution Agreement provides
for the transfer from U.S. Office Products to Workflow Management of
substantially all of the equity interests in the U.S. Office Products
subsidiaries that are engaged in the business of Workflow Management. It also
provides that the recovery on any claims that U.S. Office Products may have
against the persons who sold businesses to U.S. Office Products that will become
part of Workflow Management in connection with the Workflow Distribution
pursuant to the relevant acquisition agreements (the "Workflow Acquisition
Indemnity Claims") will be shared between U.S. Office Products and Workflow
Management under a formula to be determined. In addition, to the extent that the
Workflow Acquisition Indemnity Claims are currently secured by the pledge of
stock of U.S. Office Products that is owned by persons who sold businesses to
U.S. Office Products that will become part of Workflow Management (and no
previous claims have been made against such shares), the pledged shares will be
used, subject to final resolution of the claim, to reimburse U.S. Office
Products and Workflow Management for their respective damages, expenses and
agreed upon allocation of recovery rights, which will be determined prior to the
Workflow Distribution.

DEBT. The Distribution Agreement allocates a specified amount of U.S.
Office Products' debt outstanding under its credit facilities to each Spin-Off
Company and requires each Spin-Off Company, on or prior to its respective
Distribution, to obtain credit facilities, to borrow funds under such facilities
and to use the proceeds of such borrowings to pay off U.S. Office Products' debt
so allocated plus any additional debt incurrred by U.S. Office Products after
January 12, 1998 (the date of the Investment Agreement) in connection with the
acquisition of an entity that has become or will become a subsidiary of such
Spin-Off Company. Under the Distribution Agreement, $30.0 million of U.S. Office
Products' debt has been allocated to Workflow Management, and, since January 12,
1998, U.S. Office Products has incurred an additional $15.6 million of debt in
connection with acquired companies that will become subsidiaries of Workflow
Management. Prior to the Workflow Distribution, Workflow Management will enter
into the credit facility described under "Management's Discussion and Analysis
of Financial Condition and Results of Operations of Workflow
Management--Liquidity and Capital Resources," and the Company may borrow up to
$45.6 million under the facility to pay off the debt allocated to Workflow
Management by U.S. Office Products.

LIABILITIES. Under the Distribution Agreement, Workflow Management will be
responsible for (i) any liabilities arising out of or in connection with the
businesses conducted by Workflow Management and/or its subsidiaries, (ii) its
liabilities under the Distribution Agreement, Tax Allocation Agreement, Employee
Benefits Agreement and related agreements, (iii) the U.S. Office Products' debt
that has been allocated to the Company as described above, (iv) liabilities
under the securities laws relating to certain sections of this Information
Statement/Prospectus and the Prospectus as well as other securities law
liabilities related to

31
<PAGE>

the Workflow Management business that arise from information supplied to U.S.
Office Products (or that should have been supplied but was not) by Workflow
Management, (v) U.S. Office Products' liabilities for earn-outs from
acquisitions in respect of Workflow Management or its subsidiaries, (vi) the
Company's costs and expenses related to the Offering and its bank credit
facility, and (vii) $1.0 million of the transaction costs (including legal,
accounting, investment banking and financial advisory) and other fees incurred
by U.S. Office Products in connection with the Strategic Restructuring Plan.
Each of the Spin-Off Companies will be similarly obligated to U.S. Office
Products. Workflow Management and the other Spin-Off Companies have also agreed
to bear a pro rata share of (i) liabilities of U.S. Office Products under the
securities laws (other than claims relating solely to a specific Spin-Off
Company or relating specifically to the continuing businesses of U.S. Office
Products) and (ii) U.S. Office Products' general corporate liabilities (other
than debt, except for that specifically allocated to the Spin-Off Companies)
incurred prior to the Distributions (I.E., liabilities not related to the
conduct of a particular distributed or retained subsidiary's business). If one
of the Spin-Off Companies defaults on an obligation owed to U.S. Office
Products, the non-defaulting Spin-Off Companies will be obligated on a pro rata
basis to pay such obligation.

The Spin-Off Companies' pro rata share of Shared Liabilities will be, based
upon the fiscal year ended April 25, 1998, the average of (a) their revenues
relative to those of U.S. Office Products and (b) their operating income
relative to that of U.S. Office Products. The residual will be U.S. Office
Products' pro rata share. Based upon financial data for the nine-month period
ended January 24, 1998, the Company's pro rata share of Shared Liabilities would
have been 9.1%, the other Spin-Off Companies' pro rata share would have
aggregated 25.0% and U.S. Office Products' pro rata share would have been 65.6%.
As to any Default Liability, each non-defaulting company's pro rata share will
be increased to include a portion of the defaulting company's pro rata share.
The aggregate of the Shared Liabilities and Default Liability for which any
Spin-Off Company may be liable is, however, limited to $1.75 million.

The Distribution Agreement provides that each party will indemnify and hold
all of the other parties harmless from any and all liabilities for which the
former assumed liability under the Distribution Agreement. All indemnity
payments will be subject to adjustment upward or downward to take account of tax
costs or tax benefits as well as insurance proceeds. If there are any claims
made under U.S. Office Products' existing insurance policies, the amount of any
deductible or retention will be allocated by U.S. Office Products among the
claimants in a fair and reasonable manner.

OTHER PROVISIONS. The Distribution Agreement will have other customary
provisions including provisions relating to mutual release, access to
information, witness services, confidentiality and alternative dispute
resolution.

TAX ALLOCATION AGREEMENT AND TAX INDEMNIFICATION AGREEMENT

The Tax Allocation Agreement will provide that each Spin-Off Company will be
responsible for its respective share of U.S. Office Products' consolidated tax
liability for the years that each such corporation was included in U.S. Office
Products' consolidated U.S. federal income tax return. The Tax Allocation
Agreement also will provide for sharing, where appropriate, of state, local and
foreign taxes attributable to periods prior to the Distributions.

The Tax Allocation Agreement will further provide that the Spin-Off
Companies will jointly and severally indemnify U.S. Office Products for any
Distribution Taxes assessed against U.S. Office Products if an Adverse Tax Act
of any of the Spin-Off Companies materially contributes to a final determination
that any or all of the Distributions are taxable. Workflow Management will also
enter into the Tax Indemnification Agreement with the other Spin-Off Companies
under which the Spin-Off Company that is responsible for the Adverse Tax Act
will indemnify the other Spin-Off Companies for any liability to U.S. Office
Products under the Tax Allocation Agreement. As a consequence, Workflow
Management will be liable for any Distribution Taxes resulting from any Adverse
Tax Act by Workflow Management and liable (subject to

32
<PAGE>

indemnification by the other Spin-Off Companies) for any Distribution Taxes
resulting from an Adverse Tax Act by the other Spin-Off Companies. If there is a
final determination that any or all of the Distributions are taxable and it is
determined that there has not been an Adverse Tax Act by either U.S. Office
Products or any of the Spin-Off Companies, each of U.S. Office Products and the
Spin-Off Companies will be liable for its pro rata portion of such Distribution
Taxes based on the value of each company's common stock after the Distributions.
As a result, Workflow Management could become liable for a pro rata portion of
any Distribution Taxes with respect to not only the Workflow Distribution but
also any other Distribution. The liabilities of Workflow Management under the
Tax Allocation Agreement and the Tax Indemnification Agreement are not subject
to any limits.

EMPLOYEE BENEFITS AGREEMENT

In connection with the Distributions, U.S. Office Products expects to enter
into the Employee Benefits Agreement with Workflow Management and the other
Spin-Off Companies to provide for an orderly transition of benefits coverage
between U.S. Office Products and the Spin-Off Companies. Pursuant to this
agreement, the respective Spin-Off Companies will retain or assume liability for
employment-related claims and severance for persons currently or previously
employed by the respective Spin-Off Companies and their subsidiaries, while U.S.
Office Products and its post-Distributions subsidiaries will retain or assume
responsibility for their current and previous employees.

The proposed Employee Benefits Agreement reflects U.S. Office Products'
expectation that each of the Spin-Off Companies will establish 401(k) plans for
their respective employees effective as of, or shortly after, the Distribution
Date and that U.S. Office Products will transfer 401(k) accounts to those plans
as soon as practicable. The proposed Employee Benefits Agreement also provides
for spinning off portions of U.S. Office Products' cafeteria plan that relate to
employees of the Spin-Off Companies (and their subsidiaries) and having those
spun-off plans assume responsibilities for claims submitted on or after the
Distribution Date.

DIVIDEND POLICY

Workflow Management does not anticipate declaring and paying cash dividends
on the Company Common Stock in the foreseeable future. The decision whether to
apply any legally available funds to the payment of dividends on the Company
Common Stock will be made by the Company Board from time to time in the exercise
of its business judgment, taking into account the Company's financial condition,
results of operations, existing and proposed commitments for use of the
Company's funds and other relevant factors. The Company's ability to pay
dividends may be restricted from time to time by financial covenants in its
credit agreements.

33
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of Workflow Management at
January 24, 1998 (i) on an actual basis; (ii) on a pro forma basis to reflect
the Workflow Distribution, the allocation of $30.0 million of debt plus $15.6
million of additional debt of the Company and the acquisition of Astrid; and
(iii) on a pro forma, as adjusted basis to give effect to the Offering at an
assumed initial public offering price of $13.00 per share after deduction of
estimated offering expenses and underwriting discounts and commissions and
application of the net proceeds therefrom. This table should be read in
conjunction with "Management's Discussion and Analysis of Financial Position and
Results of Operations of Workflow Management," the historical consolidated
financial statements and the pro forma combined financial statements of the
Company, and the related notes to each thereof, included elsewhere in this
Information Statement/Prospectus.

<TABLE>
<CAPTION>
JANUARY 24, 1998
--------------------------------------
PRO FORMA,
AS ADJUSTED
ACTUAL PRO FORMA (2)
--------- ----------- --------------
<S> <C> <C> <C>
(In thousands)

Short-term debt payable to U.S. Office Products........................... $ 17,658 $ $
--------- ----------- -------
--------- ----------- -------
Long-term debt, less current portion...................................... $ 5,498 $ 40,638 $ 11,913
Long-term debt payable to
U.S. Office Products..................................................... 1,905
Stockholder's equity:
Divisional equity....................................................... 47,726
Preferred Stock, $0.001 par value, 1,000,000 shares authorized; no
shares outstanding....................................................
Common Stock, $0.001 par value, 150,000,000 shares authorized, no shares
actual; 14,760,000 shares pro forma; 17,260,000 shares pro forma, as
adjusted(1)........................................................... 15 17
Additional paid-in capital.............................................. 47,711 76,434
Cumulative translation adjustment....................................... (1,365) (1,365) (1,365)
Retained earnings....................................................... 9,618 9,618 9,618
--------- ----------- -------
Total stockholders' equity............................................ 55,979 55,979 84,704
--------- ----------- -------
Total capitalization................................................ $ 63,382 $ 96,617 $ 96,617
--------- ----------- -------
--------- ----------- -------
</TABLE>

- ------------------

(1) Excludes options to acquire shares of Company Common Stock to be reserved
for issuance upon exercise of options. See "Management of Workflow
Management--Replacement of Outstanding U.S. Office Products Options" and
"Management of Workflow Management--1998 Stock Incentive Plan."

(2) The net proceeds of the Offering are estimated to be $28.7 million ($33.3
million if the underwriters' over-allotment option is exercised in full).
Those net proceeds will be used for working capital and general corporate
purposes, including future acquisitions.

34
<PAGE>
SELECTED FINANCIAL DATA

The historical Statement of Income Data for the years ended December 31,
1994 and 1995, the four months ended April 30, 1996 and the fiscal year ended
April 26, 1997 and the Balance Sheet Data at April 30, 1996 and 1997 have been
derived from Workflow Management's consolidated financial statements that have
been audited and are included elsewhere in this Information
Statement/Prospectus. The historical Statement of Income Data for the years
ended December 31, 1992 and 1993 and the Balance Sheet Data at December 31,
1992, 1993, 1994 and 1995 have been derived from unaudited consolidated
financial statements which are not included elsewhere in this Information
Statement/Prospectus. The Selected Financial Data for the nine months ended
January 25, 1997 and January 24, 1998 (except pro forma amounts) have been
derived from unaudited consolidated financial statements that appear elsewhere
in this Information Statement/Prospectus. These unaudited consolidated financial
statements have been prepared on the same basis as the audited consolidated
financial statements and, in the opinion of management, contain all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation
of the financial position and results of operations for the periods presented.

The pro forma financial data give effect, as applicable, to the Workflow
Distribution and the acquisitions completed by Workflow Management between May
1, 1996 and May 1, 1998 as if all such transactions had been consummated on May
1, 1996. In addition, the pro forma information is based on available
information and certain assumptions and adjustments.

The Selected Financial Data provided herein should be read in conjunction
with the historical financial statements, including the notes thereto, the pro
forma financial information, including the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
Workflow Management" that appear elsewhere in this Information
Statement/Prospectus.

35
<PAGE>
SELECTED FINANCIAL DATA(1)
(In thousands, except per share data)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
APRIL 26,
FOUR MONTHS --------------------
YEAR ENDED DECEMBER 31, ENDED PRO
------------------------------------------ APRIL 30, FORMA
1992 1993 1994 1995(2) 1996 1997 1997(3)
--------- --------- --------- --------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues.................................... $ 80,731 $ 121,463 $ 154,193 $ 309,426 $ 114,099 $ 327,381 $ 342,335
Cost of revenues............................ 57,054 88,255 114,885 234,959 82,998 236,340 244,475
--------- --------- --------- --------- ------------- --------- ---------
Gross profit................................ 23,677 33,208 39,308 74,467 31,101 91,041 97,860
Selling, general and administrative
expenses.................................. 20,800 27,683 32,020 62,012 22,485 70,949 75,568
Non-recurring acquisition costs............. 5,006 5,006
--------- --------- --------- --------- ------------- --------- ---------
Operating income............................ 2,877 5,525 7,288 12,455 8,616 15,086 17,286
Interest expense............................ 904 1,328 2,048 5,370 1,676 4,561 3,647
Interest income............................. (81) (116) (18) (25)
Other (income) expense...................... 366 511 186 62 (151) 632 408
--------- --------- --------- --------- ------------- --------- ---------
Income before provision for (benefit from)
income taxes and extraordinary items...... 1,688 3,802 5,054 7,023 7,109 9,918 13,231
Provision for (benefit from) income
taxes(5).................................. 153 260 379 (33) 1,351 3,690 5,425
--------- --------- --------- --------- ------------- --------- ---------
Income before extraordinary items........... 1,535 3,542 4,675 7,056 5,758 6,228 $ 7,806
---------
---------
Extraordinary items(6)...................... 700 798
--------- --------- --------- --------- ------------- ---------
Net income.................................. $ 1,535 $ 3,542 $ 4,675 $ 6,356 $ 5,758 $ 5,430
--------- --------- --------- --------- ------------- ---------
--------- --------- --------- --------- ------------- ---------
Per share amounts:
Basic:
Income from before extraordinary
items................................. $ 0.26 $ 0.60 $ 0.77 $ 0.90 $ 0.56 $ 0.52 $ 0.53(7)
---------
---------
Extraordinary items..................... 0.09 0.07
--------- --------- --------- --------- ------------- ---------
Net income.............................. $ 0.26 $ 0.60 $ 0.77 $ 0.81 $ 0.56 $ 0.45
--------- --------- --------- --------- ------------- ---------
--------- --------- --------- --------- ------------- ---------
Diluted:
Income from before extraordinary
items................................. $ 0.26 $ 0.60 $ 0.77 $ 0.88 $ 0.55 $ 0.51 $ 0.53(7)
---------
---------
Extraordinary items..................... 0.09 0.07
--------- --------- --------- --------- ------------- ---------
Net income.............................. $ 0.26 $ 0.60 $ 0.77 $ 0.79 $ 0.55 $ 0.44
--------- --------- --------- --------- ------------- ---------
--------- --------- --------- --------- ------------- ---------
Weighted average shares outstanding
Basic................................... 5,901 5,901 6,075 7,875 10,333 12,003 14,760(8)
Diluted................................. 5,901 5,901 6,094 8,003 10,547 12,235 14,760(8)

NINE MONTHS ENDED
---------------------------------------------------------------
PRO PRO PRO FORMA
FORMA FORMA AS ADJUSTED
JANUARY 25, JANUARY 24, JANUARY 25, JANUARY 24, JANUARY 24,
1997 1998 1997(3) 1998(3) 1998 (4)
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Revenues.................................... $ 239,751 $ 257,777 $ 250,820 $ 263,960 $ 263,960
Cost of revenues............................ 172,869 190,482 178,983 193,104 193,104
----------- ----------- ----------- ----------- -----------
Gross profit................................ 66,882 67,295 71,837 70,856 70,856
Selling, general and administrative
expenses.................................. 51,735 53,083 55,472 55,095 55,095
Non-recurring acquisition costs............. 2,902 2,902
----------- ----------- ----------- ----------- -----------
Operating income............................ 12,245 14,212 13,463 15,761 15,761
Interest expense............................ 3,910 1,665 2,735 2,735 1,011
Interest income............................. (21) (9)
Other (income) expense...................... 610 (205) 445 (333) (333)
----------- ----------- ----------- ----------- -----------
Income before provision for (benefit from)
income taxes and extraordinary items...... 7,746 12,761 10,283 13,359 15,083
Provision for (benefit from) income
taxes(5).................................. 2,249 5,212 4,216 5,477 6,184
----------- ----------- ----------- ----------- -----------
Income before extraordinary items........... 5,497 7,549 $ 6,067 $ 7,882 $ 8,899
----------- ----------- -----------
----------- ----------- -----------
Extraordinary items(6)......................
----------- -----------
Net income.................................. $ 5,497 $ 7,549
----------- -----------
----------- -----------
Per share amounts:
Basic:
Income from before extraordinary
items................................. $ 0.48 $ 0.49 $ 0.41(7) $ 0.53(7) $ 0.52(7)
----------- ----------- -----------
----------- ----------- -----------
Extraordinary items.....................
----------- -----------
Net income.............................. $ 0.48 $ 0.49
----------- -----------
----------- -----------
Diluted:
Income from before extraordinary
items................................. $ 0.47 $ 0.48 $ 0.41 $ 0.41 $ 0.52(7)
----------- ----------- -----------
----------- ----------- -----------
Extraordinary items.....................
----------- -----------
Net income.............................. $ 0.47 $ 0.48
----------- -----------
----------- -----------
Weighted average shares outstanding
Basic................................... 11,464 15,301 14,760(8) 14,760(8) 17,260(9)
Diluted................................. 11,710 15,625 14,760(8) 14,760(8) 17,260(9)
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------
1992 1993 1994 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................................... $ 6,005 $ 7,264 $ 8,583 $ 20,127
Total assets.................................................................. 26,543 48,374 51,357 120,630
Short-term debt payable to U.S. Office Products...............................
Long-term debt, less current portion.......................................... 4,632 9,632 7,355 28,812
Long-term debt payable to U.S. Office Products................................
Stockholder's equity.......................................................... 7,459 11,675 12,889 24,719

<CAPTION>
JANUARY 24, 1998
----------------------
APRIL 30, APRIL 26, PRO
1996 1997 ACTUAL FORMA(10)
----------- ----------- --------- -----------
<S> <C>
BALANCE SHEET DATA:
Working capital............................................................... $ 23,378 $ 16,910 $ 25,370 $ 43,958
Total assets.................................................................. 117,949 125,108 127,105 143,073
Short-term debt payable to U.S. Office Products............................... 23,622 17,658
Long-term debt, less current portion.......................................... 28,108 6,034 5,498 40,638
Long-term debt payable to U.S. Office Products................................ 561 1,905
Stockholder's equity.......................................................... 29,120 47,780 55,979 55,979

PRO FORMA
AS ADJUSTED(4)
--------------
BALANCE SHEET DATA:
Working capital............................................................... $ 43,958
Total assets.................................................................. 143,073
Short-term debt payable to U.S. Office Products...............................
Long-term debt, less current portion.......................................... 11,913
Long-term debt payable to U.S. Office Products................................
Stockholder's equity.......................................................... 84,704
</TABLE>

- ------------------
(1) The historical financial information of the Pooled Companies has been
combined on a historical cost basis in accordance with GAAP to present this
financial data as if the Pooled Companies had always been members of the
same operating group. The financial information of the Purchased Companies
is included from the dates of their respective acquisitions. The pro forma
financial information reflects completed acquisitions through May 1, 1998.
See Note 4 of the Company's Notes to Consolidated Financial Statements for
a description of the number and accounting treatment of the acquisitions by
the Company.
(2) The results for the year ended December 31, 1995 include the results of
DBF, one of the Pooled Companies, from its date of incorporation on
February 8, 1995.
(3) Gives effect to the Distribution and the acquisitions completed by the
Company since May 1, 1996 as if all such transactions had been made on May
1, 1996. The pro forma statement of income data are not necessarily
indicative of the operating results that would have been achieved had these
events actually then occurred and should not be construed as representative
of future operating results.

(4) Adjusted to give effect to the sale by the Company of 2,500,000 shares of
Company Common Stock in the Offering at an assumed initial public offering
price of $13.00 per share and application of the estimated net proceeds
therefrom.

(6) Extraordinary items represent the losses associated with the early
terminations of credit facilities at one Pooled Company, net of the related
income tax benefits.

(7) Pro forma net income per share is pro forma income before extraordinary
items per share.

(9) For calculation of pro forma as adjusted weighted average shares
outstanding for the nine months ended January 24, 1998. See Note 2(m) of
Notes to Pro Forma Combined Financial Statements included herein.

(10) Gives effect to the Distribution and the purchase acquisition of Astrid as
if such transactions had been made on January 24, 1998. The pro forma
balance sheet data are not necessarily indicative of the financial
position that would have been achieved had these events actually then
occurred and should not be construed as representative of future financial
position.

36
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF WORKFLOW MANAGEMENT

The following discussion and analysis contains forward-looking statements
that involve risks and uncertainties. When used herein, the words "anticipate,"
"believe," "estimate," "expect," and similar expressions are intended to
identify such forward-looking statements. The Company's actual results could
differ materially from those discussed herein. Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in "Risk Factors," "Management's Discussion and Analysis of Financial Condition
and Results of Operations of Workflow Management," and "Business," as well as
those discussed elsewhere in this Information Statement/Prospectus.

OVERVIEW

Workflow Management is an integrated graphic arts company providing
documents, envelopes and commercial printing to more than 22,000 businesses in
the United States and Canada. U.S. Office Products acquired SFI and a related
company, Hano, on January 24, 1997. On April 25, 1997, U.S. Office Products
acquired United. On April 26, 1997, U.S. Office Products acquired DBF, a
subsidiary of 3303471 Canada. On February 26, 1998, U.S. Office Products
acquired Astrid. Upon consummation of the transactions described under the
caption "The Spin-Offs From U.S. Office Products," these companies will become
direct or indirect wholly-owned subsidiaries of Workflow Management.

Workflow Management's consolidated financial statements give retroactive
effect to the seven business combinations accounted for under the
pooling-of-interests method during the period from January 1997 through April
1997 (the "Pooled Companies") and include the results of the two companies
acquired in business combinations accounted for under the purchase method, each
from its acquisition date. Prior to their respective dates of acquisition by
U.S. Office Products, the Pooled Companies reported results for years ended on
December 31. Upon acquisition by U.S. Office Products and effective for the
fiscal year ended April 26, 1997 ("Fiscal 1997"), the Pooled Companies changed
their year-ends from December 31 to conform with U.S. Office Products' fiscal
year, which ends on the last Saturday of April. The following discussion should
be read in conjunction with Workflow Management's consolidated financial
statements and related notes thereto and pro forma financial statements and
related notes thereto appearing elsewhere in this Information
Statement/Prospectus.

In accordance with generally accepted accounting principles, the Company
will be unable to utilize the pooling-of-interests method to account for
acquisitions for a period of two years following the completion of the Strategic
Restructuring Plan. During this period, the Company will not reflect any
non-recurring acquisition costs in its results of operations, as all costs
incurred of this nature would be related to acquisitions accounted for under the
purchase method and would, therefore, be capitalized as a portion of the
purchase consideration.

RESULTS OF OPERATIONS

The following table sets forth various items as a percentage of revenues for
the years ended December 31, 1994 and 1995, the fiscal year ended April 26, 1997
and for the nine months ended January 25, 1997 and January 24, 1998, as well as
for the fiscal year ended April 26, 1997 and for the nine months ended January
25, 1997 and January 24, 1998, on a pro forma basis reflecting the Workflow
Distribution and the results of the completed business combinations accounted
for under the purchase method as if such transactions had occurred on May 1,
1996.

37
<PAGE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDED NINE MONTHS ENDED
YEAR ENDED -------------------------- ----------------------------
-------------------------------- PRO FORMA
DECEMBER 31, DECEMBER 31, APRIL 26, APRIL 26, JANUARY 25, JANUARY 24,
1994 1995 1997 1997 1997 1998
--------------- --------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues................................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenues........................ 74.5 75.9 72.2 71.4 72.1 73.9
----- ----- ----- ----- ----- -----
Gross profit.......................... 25.5 24.1 27.8 28.6 27.9 26.1
Selling, general and administrative
expenses.............................. 20.8 20.1 21.7 22.1 21.6 20.6
Non-recurring acquisition costs......... 1.5 1.5 1.2
----- ----- ----- ----- ----- -----
Operating income...................... 4.7 4.0 4.6 5.0 5.1 5.5
Interest expense, net................... 1.3 1.7 1.4 1.1 1.6 0.6
Other (income).......................... 0.1 0.2 0.3 (0.1)
----- ----- ----- ----- ----- -----
Income before provision for income taxes
and extraordinary items............... 3.3 2.3 3.0 3.9 3.2 5.0
Provision for income taxes.............. 0.3 1.1 1.6 0.9 2.1
----- ----- ----- ----- ----- -----
Income before extraordinary items....... 3.0 2.3 1.9 2.3% 2.3 2.9
-----
-----
Extraordinary items--loss on early
terminations of credit facilities, net
of income taxes....................... 0.2 0.2
----- ----- ----- ----- -----
Net income.............................. 3.0% 2.1% 1.7% 2.3% 2.9%
----- ----- ----- ----- -----
----- ----- ----- ----- -----

<CAPTION>
PRO FORMA PRO FORMA
JANUARY 25, JANUARY 24,
1997 1998
------------- -------------
<S> <C> <C>
Revenues................................ 100.0% 100.0%
Cost of revenues........................ 71.4 73.2
----- -----
Gross profit.......................... 28.6 26.8
Selling, general and administrative
expenses.............................. 22.1 20.8
Non-recurring acquisition costs......... 1.1
----- -----
Operating income...................... 5.4 6.0
Interest expense, net................... 1.1 1.0
Other (income).......................... 0.2 (0.1)
----- -----
Income before provision for income taxes
and extraordinary items............... 4.1 5.1
Provision for income taxes.............. 1.7 2.1
----- -----
Income before extraordinary items....... 2.4% 3.0%
----- -----
----- -----
Extraordinary items--loss on early
terminations of credit facilities, net
of income taxes.......................
Net income..............................
</TABLE>

CONSOLIDATED RESULTS OF OPERATIONS

NINE MONTHS ENDED JANUARY 24, 1998 COMPARED TO NINE MONTHS ENDED JANUARY 25,
1997

Consolidated revenues increased 7.5%, from $239.8 million for the nine
months ended January 25, 1997, to $257.8 million for the nine months ended
January 24, 1998. This increase was primarily due to sales to a large new
account, passing on increased product costs to customers, increased sales to
existing customers and the purchase acquisition of FMI Graphics, Inc. in 1997,
which was subsequently merged into SFI.

Gross profit increased 0.6%, from $66.9 million, or 27.9% of revenues, for
the nine months ended January 25, 1997 to $67.3 million, or 26.1% of revenues,
for the nine months ended January 24, 1998. This decrease in gross profit as a
percentage of revenues was primarily due to inefficiencies related to the start-
up period of a large new account.

Selling, general and administrative expenses increased 2.6%, from $51.7
million, or 21.6% of revenues, for the nine months ended January 25, 1997 to
$53.1 million, or 20.6% of revenues, for the nine months ended January 24, 1998.
This decrease in selling, general and administrative expenses as a percentage of
revenues was primarily due to an increase in revenues combined with a decrease
in executive compensation at the subsidiary level.

The Company incurred non-recurring acquisition costs of $2.9 million for the
nine months ended January 25, 1997 in conjunction with business combinations
accounted for under the pooling-of-interests method. These non-recurring
acquisition costs included accounting, legal and investment banking fees, real
estate and environmental assessments and appraisals and various regulatory fees.
GAAP requires the Company to expense all acquisition costs (both those paid by
the Company and those paid by the sellers of the acquired companies) related to
business combinations accounted for under the pooling-of-interests methods of
accounting.

Interest expense, net of interest income, decreased 57.4%, from $3.9 million
for the nine months ended January 25, 1997 to $1.7 million for the nine months
ended January 24, 1998. The decrease was due primarily to the fact that a
portion of the debt outstanding during the nine months ended January 25, 1997
was repaid by U.S. Office Products upon acquisition of the Pooled Companies, and
U.S. Office Products did not charge the Company interest on the long-term
portion of the payable balance.

38
<PAGE>
Other expense decreased $815,000 from other expense of $610,000 for the nine
months ended January 25, 1997, to other income of $205,000 for the nine months
ended January 24, 1998. The decrease is primarily the result of costs incurred
at one of the Pooled Companies, prior to January 25, 1997, relating to a
contemplated initial public offering that was aborted as a result of that
company's acquisition by U.S. Office Products.

Provision for income taxes increased from $2.2 million for the nine months
ended January 25, 1997 to $5.2 million for the nine months ended January 24,
1998, reflecting effective income tax rates of 29.0% and 40.8%, respectively.
The lower effective tax rate for the nine months ended January 25, 1997,
compared to the federal statutory rate of 35.0% plus state taxes, is the result
of certain of the companies included in the results not being subject to federal
income taxes on a corporate level as they had elected to be treated as
subchapter S corporations.

FISCAL YEAR ENDED APRIL 26, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1995

Consolidated revenues increased 5.8%, from $309.4 million in 1995, to $327.4
million in Fiscal 1997. This increase was primarily due to sales to a large new
account, passing on increased product costs to customers and increased sales to
existing customers.

Gross profit increased 22.3%, from $74.5 million, or 24.1% of revenues, in
1995 to $91.0 million, or 27.8% of revenues, in Fiscal 1997. The increase in
gross profit as a percentage of revenues was due primarily to cost reductions
resulting from an increased utilization of Company owned manufacturing
facilities and to increased rebates and purchase discounts from vendors.

Selling, general and administrative expenses increased 14.4%, from $62.0
million, or 20.1% of revenues, in 1995 to $70.9 million, or 21.7% of revenues,
in Fiscal 1997. The increase in selling, general and administrative expenses as
a percentage of revenues was due primarily to an increase in fixed costs as a
result of expansions to Company facilities for anticipated future growth.

The Company incurred non-recurring acquisition costs of $5.0 million for the
fiscal year ended April 26, 1997 in conjunction with business combinations
accounted for under the pooling-of-interests method.

Interest expense, net of interest income, decreased 15.5%, from $5.4 million
in 1995 to $4.5 million in Fiscal 1997. The decrease was due primarily to the
fact that a portion of the debt outstanding during 1995 was repaid by U.S.
Office Products upon acquisition of the Pooled Companies and U.S. Office
Products did not charge the Company interest on the long-term portion of the
payable balance.

Other expense increased $570,000, from $62,000 in 1995, to $632,000 in
Fiscal 1997. Fiscal 1997 other expense consists primarily of costs incurred at
one of the Pooled Companies, prior to January 25, 1997, relating to a
contemplated initial public offering that was aborted as a result of that
company's acquisition by U.S. Office Products.

Provision for income taxes increased from a benefit of $33,000 in 1995 to an
expense of $3.7 million in Fiscal 1997, reflecting effective income tax rates of
- -0.5% and 37.2%, respectively. The benefit from income taxes in 1995, compared
to the federal statutory rate of 35.0% plus state taxes, is the result of
certain of the companies included in the results not being subject to federal
income taxes on a corporate level as they had elected to be treated as
subchapter S corporations. In Fiscal 1997, this effect was partially offset by
non-deductible non-recurring acquisition costs.

During Fiscal 1997, the Company incurred an extraordinary item totaling
$798,000, which represented the expenses, net of the expected income tax
benefit, associated with the early termination of the credit facility at one of
the Pooled Companies during Fiscal 1997.

39
<PAGE>
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994

Consolidated revenues increased 100.7%, from $154.2 million in 1994, to
$309.4 million in 1995. This increase was primarily due to a purchase
acquisition by one of the Pooled Companies in February 1995 (the "1995 Purchased
Company"), sales to new accounts and increased sales to existing customers.

Gross profit increased 89.4%, from $39.3 million, or 25.5% of revenues, in
1994 to $74.5 million, or 24.1% of revenues, in 1995. The increase in gross
profit was due primarily to the acquisition of the 1995 Purchased Company. The
decrease in gross profit as a percentage of revenues was due primarily to the
acquisition of the 1995 Purchased Company, which historically had lower gross
margins.

Selling, general and administrative expenses increased 93.7%, from $32.0
million, or 20.8% of revenues, in 1994 to $62.0 million, or 20.1% of revenues,
in 1995. The decrease in selling, general and administrative expenses as a
percentage of revenues was due primarily to increased revenues which were
generated without a correlating increase in selling, general and administrative
expense which were primarily fixed in nature.

Interest expense, net of interest income, increased 162.2%, from $2.0
million in 1994 to $5.4 million in fiscal 1995. The increase is due primarily to
financing obtained by one of the Pooled Companies to acquire the 1995 Purchased
Company.

Provision for income taxes decreased from $379,000 in 1994 to a benefit of
$33,000 in 1995, reflecting effective income tax rates of 7.5% and -0.5%,
respectively. The lower effective income tax rate in 1994 and the benefit from
income taxes in 1995, compared to the federal statutory rate of 35.0% plus state
taxes, is the result of certain of the companies included in the results not
being subject to federal income taxes on a corporate level as they had elected
to be treated as subchapter S corporations.

PRO FORMA COMBINED RESULTS OF OPERATIONS

The pro forma combined financial data discussed herein does not purport to
represent the results that the Company would have obtained had the transactions
which are the subject of pro forma adjustments occurred at the beginning of the
applicable periods, as assumed, or the future results of the Company.

NINE MONTHS ENDED JANUARY 24, 1998 COMPARED TO NINE MONTHS ENDED JANUARY 25,
1997

Pro forma revenues increased 5.2%, from $250.8 million for the nine months
ended January 25, 1997, to $264.0 million for the nine months ended January 24,
1998. This increase was primarily due to sales to a large new account, passing
on increased product costs to customers and increased sales to existing
customers.

Pro forma gross profit decreased 1.4%, from $71.8 million, or 28.6% of pro
forma revenues, for the nine months ended January 25, 1997, to $70.9 million, or
26.8% of pro forma revenues, for the nine months ended January 24, 1998. This
decrease in gross profit as a percentage of revenues was primarily due to
inefficiencies related to the start-up period of a large new account.

Pro forma selling, general and administrative expenses decreased 0.7%, from
$55.5 million, or 22.1% of pro forma revenues for the nine months ended January
25, 1997, to $55.1 million, or 20.8% of pro forma revenues for the nine months
ended January 24, 1998. The decrease in selling, general and administrative
expenses as a percentage of revenues was primarily due to spreading fixed costs
over a larger revenue base during the nine months ended January 24, 1998.

The provision for income taxes has been estimated using an effective income
tax rate of 41.0%, which represents anticipated federal and state income tax
rates.

40
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

At January 24, 1998, the Company had cash of $248,000 and working capital of
$25.4 million. The Company's capitalization, defined as the sum of long-term
debt, long-term payable to U.S. Office Products and stockholder's equity, at
January 24, 1998 was approximately $63.4 million. On a pro forma basis at
January 24, 1998, the Company had working capital of $44.0 million and
capitalization of $96.6 million.

During the nine months ended January 24, 1998, net cash provided by
operating activities was $6.0 million. Net cash used in investing activities was
$4.0 million, including $3.4 million of capital expenditures and the payment of
non-recurring acquisition costs of $906,000. Net cash used by financing
activities totaled $3.9 million, which consisted entirely of the net repayment
of debt.

During the nine months ended January 25, 1997, net cash provided by
operating activities was $19.5 million. Net cash used in investing activities
was $7.7 million, including $7.4 million of capital expenditures. Net cash used
in financing activities totaled $10.6 million, consisting of the repayment of
debt of $22.4 million and the payment of dividends at Pooled Companies of $4.6
million which was partially offset by the $16.4 million capital contribution by
U.S. Office Products.

During the fiscal year ended April 26, 1997, net cash provided by operating
activities was $19.7 million. Net cash used in investing activities was $14.1
million, including $4.1 million of cash paid for non-recurring acquisition costs
and $9.5 million of capital expenditures. Net cash used in financing activities
totaled $4.7 million, consisting primarily of the repayment of debt of $17.2
million and the payment of dividends at Pooled Companies of $6.1 million,
partially offset by the $20.1 million capital contribution by U.S. Office
Products.

During the year ended December 31, 1995, net cash provided by operating
activities was $11.1 million. Net cash used in investing activities was $42.4
million, including $37.9 million of net cash paid in acquisitions and $5.9
million of capital expenditures. Net cash provided by financing activities
totaled $31.4 million, consisting primarily of an increase in debt of $35.8
million and the payment of dividends at Pooled Companies of $3.9 million.

During the year ended December 31, 1994, net cash provided by operating
activities was $6.1 million. Net cash used in investing activities was $123,000.
Net cash used in financing activities totaled $5.3 million, consisting primarily
of the payment of debt of $3.1 million and the payment of dividends at Pooled
Companies of $2.3 million.

Workflow Management has significant operations in Canada. Net sales and
income before provision for income taxes from the Company's Canadian operations
accounted for approximately 37.1% and 59.6% of the Company's total net sales and
income before provision for income taxes, respectively, in the fiscal year ended
April 26, 1997. As a result, Workflow Management is subject to certain risks
inherent in conducting business internationally, including fluctuations in
currency exchange rates. Changes in exchange rates may have a significant effect
on the Company's business, financial condition and results of operations. The
Company is currently reviewing certain hedge transaction options to mitigate the
effect of currency fluctuations.

Workflow Management's anticipated capital expenditures budget for the next
twelve months is approximately $10.0 million for new equipment and maintenance.

As a result of the provisions of Section 355 of the Code, the Company may be
subject to constraints in its ability to issue additional shares of Company
Common Stock in certain transactions for two years following the date of the
Workflow Distribution. In particular, if 50% or more, by vote or value, of the
capital stock of Workflow Management is acquired by one or more persons acting
pursuant to a plan or series of transactions that includes the spin-off
transaction, Workflow Management will suffer significant tax liability. Workflow
Management will evaluate any significant future issuance of capital stock to
avoid the imposition of such tax liability. See "Risk Factors--Possible
Limitations on Issuances of Common Stock."

41
<PAGE>

Workflow Management expects that the Distribution Agreement with U.S. Office
Products will call for an allocation of $45.6 million of debt by U.S. Office
Products resulting in the forgiveness of $20.1 million of debt at January 24,
1998, which will be reflected in the financial statements as a contribution of
capital by U.S. Office Products. The Company has entered into a commitment
letter for a secured $150.0 million revolving credit facility underwritten and
agented by Bankers Trust Company. The credit facility will mature approximately
five years from the Distribution Date and will be secured by all assets of the
Company. The credit facility will be subject to terms and conditions typical of
a credit facility of such type and size, including certain financial covenants.
Interest rate options are available to the Company conditioned on certain
leverage tests. The maximum rate of interest will be the prime rate from time to
time in effect. Workflow Management expects that the credit facility will be
adequate to repay the debt allocated by U.S. Office Products and to fund working
capital and capital expenditure needs. Workflow Management expects that a
portion of the credit facility will also be available to fund the cash portion
of future acquisitions, subject to the maintenance of bank covenants.

On March 6, 1998, the Company filed a Registration Statement with the
Commission for the issuance of Company Common Stock in an underwritten public
offering that is expected to close following the Workflow Distribution. The
public offering is expected to be for 2,500,000 shares (plus 375,000 shares
subject to the underwriters' option to purchase shares to cover over-allotments)
at an estimated initial public offering price range of $12.00 to $14.00. The
Company anticipates that its current cash on hand, cash flow from operations,
the net proceeds from the Offering and additional financing available under the
bank line of credit will be sufficient to meet the Company's liquidity
requirements for its operations for the next 12 months. However, the Company
intends to pursue acquisitions, which are expected to be funded through cash,
stock or a combination thereof. There can be no assurance that additional
sources of financing will not be required during the next 12 months or
thereafter.

FLUCTUATIONS IN QUARTERLY RESULTS OF OPERATIONS

Workflow Management's envelope business is subject to seasonal influences
from holiday mailings. As Workflow Management continues to complete
acquisitions, it may become subject to other seasonal influences if the
businesses it acquires are seasonal. Quarterly results also may be materially
affected by the timing of acquisitions, the timing and magnitude of costs
related to such acquisitions, variations in the prices paid by the Company for
the products it sells, the mix of products sold and general economic conditions.
Moreover, the operating margins of companies acquired may differ substantially
from those of Workflow Management, which could contribute to further fluctuation
in its quarterly operating results. Therefore, results for any quarter are not
necessarily indicative of the results that Workflow Management may achieve for
any subsequent fiscal quarter or for a full fiscal year.

The following tables set forth certain unaudited quarterly financial data
for the year ended December 31, 1995, the fiscal year ended April 26, 1997 and
the nine months ended January 24, 1998. The information has been derived from
unaudited consolidated financial statements, that in the opinion of management
reflect adjustments, consisting only of normal recurring accruals, necessary for
a fair presentation of such quarterly information.

<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
1995 1995 1995 1995
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues................................................ $ 65,497 $ 80,595 $ 79,815 $ 83,519
Gross profit............................................ 15,770 19,361 19,229 20,107
Operating income........................................ 2,681 3,296 3,306 3,172
Net income.............................................. 1,789 1,529 1,744 1,294
</TABLE>

42
<PAGE>

<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------
JULY 27, OCT. 26, JAN. 25, APRIL 26,
1996 1996 1997 1997
--------- --------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues................................................ $ 78,071 $ 80,227 $ 81,453 $ 87,630
Gross profit............................................ 21,717 22,518 22,647 24,159
Operating income........................................ 4,650 6,085 1,510 2,841
Net income (loss)....................................... 2,974 3,181 (658) (67)
</TABLE>

<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------
JULY 26, OCT. 25, JAN. 24,
1997 1997 1998
--------- --------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues......................................................... $ 82,163 $ 88,884 $ 86,730
Gross profit..................................................... 21,895 23,314 22,086
Operating income................................................. 4,975 4,842 4,395
Net income....................................................... 2,703 2,582 2,264
</TABLE>

INFLATION

The Company does not believe that inflation has had a material impact on its
results of operations during 1994, 1995 or Fiscal 1997.

NEW ACCOUNTING PRONOUNCEMENT

REPORTING COMPREHENSIVE INCOME. In June 1997, FASB issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general purpose financial
statements. SFAS No. 130 requires that all items required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. SFAS No. 130 is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
provided for comparative purposes is required. Workflow Management intends to
adopt SFAS No. 130 in the fiscal year ending April 24, 1999.

YEAR 2000 ISSUE

Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected, many
computer applications could fail or create erroneous results by or at the year
2000 (the "Year 2000 Issue"). The Company has reviewed the potential impact of
the Year 2000 Issue on its business, operations and financial condition and has
concluded that it will not be material.

The Company intends to have its proprietary software systems and related
services (known as GetSmart) Year 2000 ready by July 1998 and its proprietary
systems and related services (known as Informa) Year 2000 ready by the end of
the third fiscal quarter of 1998. With respect to the third party vendors
components, the Company will use its best efforts to replace third-party
software, hardware, and computer systems that are currently not Year 2000 ready
by December 31, 1999.

43
<PAGE>
BUSINESS

COMPANY OVERVIEW

Workflow Management is an integrated graphic arts company providing
documents, envelopes and commercial printing to more than 22,000 businesses in
the United States and Canada. The Company also offers various print and
facilities management services, which allow customers to realize cost savings by
outsourcing non-core operations, as well as graphic design services and workflow
analysis. Drawing on its position in the industry and its experience in
completing acquisitions, the Company seeks to become a leading consolidator in
the highly fragmented graphic arts industry. In the last ten years the Company's
senior management team successfully completed the acquisition of 16 smaller
distributors for Standard Forms, Inc., the predecessor to SFI. Since the
acquisition of SFI and Hano by the Print Management Division of U.S. Office
Products in January 1997, that same management team has continued its
acquisition strategy by successfully buying six additional companies. As a
result, the enterprise has grown from SFI's revenues and operating income of
$115.1 million and $6.7 million, respectively, for the year ended December 31,
1996, to the Company's revenues and operating income of $345.4 million and $17.1
million, respectively, for the twelve months ended January 24, 1998. The Company
currently has over 2,000 employees and has 17 manufacturing facilities in seven
states and five Canadian Provinces, 26 distribution centers, eight
print-on-demand centers and 59 sales offices. Workflow Management intends to
continue to pursue its aggressive acquisition strategy to extend its geographic
scope and market penetration, and to increase sales to existing customers by
cross-selling documents, envelopes and commercial printing.

Many of the Company's customers are attempting to reduce their overhead and
direct costs by focusing on core competencies and by outsourcing non-core
operations to specialists. The Company provides customers with print management
services that are designed to control the costs of procuring, storing and using
graphic arts in their business operations. As an outsourcing specialist for
print management services, Workflow Management enables its customers to reduce
costs and improve control by soliciting competitive bids, establishing more
efficient inventory levels and order quantities, and consolidating requisitions,
production and deliveries. The Company also performs design and procurement
services for its customers. In order to meet growing demand, Workflow Management
plans to continue to
expand its product lines and services, and to promote its print and facilities
management services, which allow customers to outsource the management of
printed products.

44
<PAGE>

The Company believes that its proprietary technology and systems are central
to its ability to capitalize effectively on industry outsourcing trends and
provide it with a significant competitive advantage. The Company has developed
its GetSmart and Informa transaction and information systems to support these
services and the Company's sales of printed products. The GetSmart system
provides transaction, reporting and control capabilities to the Company and its
customers in the United States. The Informa system supports requisition,
distribution and imaging services with a control database and a variety of
customer interfaces for its customers in Canada, including the Imagenet Document
Manager that provides access via the world wide web. In addition, using the
GetSmart and the Informa systems, the Company has the flexibility to integrate
future acquisitions and increase its customer base rapidly and seamlessly. In
addition, with its technology platform, Workflow Management believes that it is
able to position itself as a premier technology deployer, thus increasing the
Company's attractiveness to potential acquisition targets. The Company will
grant a license to U.S. Office Products for the Company's Imagenet technology
effective on the Distribution Date. See "Certain Transactions."

The document, envelope and commercial printing industries that comprise the
graphic arts businesses are highly fragmented, and the Company believes they are
ripe for consolidation. The Company believes that (i) the market for documents
was approximately $12.7 billion in 1996, up from $11.1 billion in 1993; (ii)
while the United States market for envelopes decreased from $3.0 billion in 1989
to $2.6 billion in 1992, the market has since increased to approximately $3.0
billion in 1996; and (iii) the general commercial segment of the United States
printing industry shipped more than $88.0 billion of products in 1996, an
increase of 8% over 1995. Furthermore, management believes there are
approximately 200 envelope manufacturers in the U.S., and that the commercial
printing industry is composed of approximately 25,000 printing plants, 70% of
which have fewer than 10 employees.

The principal subsidiaries of the Company are as follows:

- SFI is a national distributor of documents and other printed consumables
used by businesses in the United States. SFI also provides print
management services that are designed to control its customers' costs of
procuring, storing and using graphic arts. SFI developed its proprietary
GetSmart information system as the platform for delivering these services
and executing sales. SFI has 338 employees, 150 of which are in sales. SFI
has 25 sales offices and nine distribution warehouses located in eight
states.

- United is a regional manufacturer and distributor of envelopes, primarily
custom and specialty envelopes for applications such as credit card
solicitations, annual reports, direct mail and airline tickets. United
manufactures its products in four plants located in New York, New Jersey
and Pennsylvania. United also has several digital pre-press systems for
converting text and graphics to film and plates prior to printing,
enabling United to offer design services to its customers. United has 311
employees, of which 19 are in sales and 223 are in manufacturing.

- DBF is a Canadian manufacturer, printer and distributor of documents and
other printed products, such as labels, direct mail, business
communications, security products, bar coding and thermal labeling. DBF
also offers its customers document and print facility management services
through its proprietary Informa and Imagenet systems. These systems allow
DBF's customers to control printing processes at DBF's eight Imagenet
print centers which are located in six cities across Canada. In addition,
DBF has 11 plants with approximately 1,200 employees, of which 854 are
engaged in manufacturing or printing.

- Hano is a manufacturer and printer of documents. Hano has three plants
located in Georgia, Illinois and Massachusetts. Hano has 184 employees.
Approximately 21% of Hano's products are sold to SFI.

45
<PAGE>
BUSINESS STRATEGY

The Company's objective is to become a leading single source provider of
printed products and related services to businesses of all sizes. To attain its
goals, Workflow Management plans to grow both externally, through strategic
acquisitions, and internally, through product development, cross-selling the
full suite of the Company's products and services to its subsidiaries, which had
previously limited product offerings, and cross-utilization of the Company's
proprietary computer systems. In addition, the Company intends to develop
additional systems to establish a position as one of the industry's most
technologically sophisticated providers of printed products and related
management services.

Workflow Management intends to capitalize on consolidation opportunities in
three segments of the North American graphic arts industry: U.S. printed
products, U.S. envelopes and Canadian printed products. Through acquisitions,
the Company plans to expand its presence into new geographic regions and
increase penetration in regions where it currently has operations. In the U.S.
printed products market, the acquisition strategy will focus on the large
population of independent distributors. Workflow Management is the third largest
print distributor in North America. In the last ten years the Company's senior
management team successfully completed the acquisition of 16 smaller
distributors for Standard Forms, Inc., the predecessor to SFI. Since the
acquisition of SFI and Hano by the Print Management Division of U.S. Office
Products in January 1997, that same senior management team has continued its
acquisition strategy by successfully buying six additional companies, including
envelope businesses and print businesses. The Company intends to pursue
additional acquisitions in the highly fragmented U.S. print distribution market.
In the U.S. envelope market, Workflow Management will seek to acquire high
value-added producers of specialty envelope and direct mail concerns. In the
Canadian printed products market, the Company plans to leverage its document
sales force and customer base with selective acquisitions of commercial print
manufacturers.

Workflow Management intends to grow internally through product development,
cross-marketing and cross-utilization of its proprietary GetSmart, Informa and
Imagenet computer systems. A substantial majority of the Company's net sales are
derived from custom documents, envelopes, and commercial printing. The Company
believes that its analysis, design work and print management services enable the
Company to better understand customers' requirements, and fosters close business
relationships between the Company and its customers. Workflow Management
believes that its knowledge of customer requirements and these relationships
enable the Company to identify new product lines and services in response to
emerging customer opportunities and provide cross-marketing opportunities for
the Company's various product lines and services. The Company also believes that
it will be able to increase sales by implementing its GetSmart, Informa and
Imagenet systems on a Company-wide basis.

PRODUCT LINES

DOCUMENTS. Workflow Management offers a complete line of custom and stock
documents, such as invoices, purchase orders, money orders, bank drafts and
labels. These documents may be fan-folded, roll-fed, snap-apart or cut-sheet,
and manufactured to specification with respect to content, size, plies, paper
and inks. More than 85% of the Company's revenues from sales of documents are
from sales of custom products.

ENVELOPES. Workflow Management offers a complete line of conventional and
specialty envelopes for applications such as billing, credit card solicitations,
annual reports, proxy solicitations, direct mail, and airline tickets. These
envelopes may be of varying sizes and specialized materials, with constructions
including wallet flap, flat mailer, safety fold, peel and seal, clasp, button
and string, window, expansion, and continuous. The Company can customize
dimensions, materials, construction, and graphics to customers' specific
requirements.

COMMERCIAL PRINTING. The Company's commercial printing line includes
products such as corporate brochures, personalized direct mail, catalogs,
directories and promotional products. These products are

46
<PAGE>

designed and manufactured to customers' requirements. Workflow Management
provides a variety of custom services, including art direction, digital and
conventional design, layout, illustration, photography and production.

The following table sets forth the amount of the Company's revenue derived
from each of its three product lines for the periods indicated.

<TABLE>
<CAPTION>
FISCAL YEAR NINE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, APRIL 26, JANUARY 24,
1995 1997 1998
------------ ----------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>

Documents............................................ $ 178,806 $ 186,787 $ 126,756

Envelopes............................................ 101,642 97,256 74,290

Commercial Printing.................................. 24,850 37,426 32,978
</TABLE>

PRINT MANAGEMENT

Workflow Management supports its product offering with a selection of
value-added services. For many businesses, the costs of managing, storing, and
using printed products exceed their purchase price. The Company seeks to control
these costs and improve efficiency throughout the workflow by providing systems
analysis, design, and facilities and inventory management services. Workflow
Management delivers its print management services through GetSmart and Informa,
its proprietary computerized transaction and information systems. The Company
does not charge a separate fee for its management services, but instead tailors
its product pricing to reflect the services provided.

GETSMART SYSTEM. The Company offers the GetSmart system in the United
States. GetSmart provides transaction, reporting, and control capabilities to
the Company and its customers. SFI introduced GetSmart in 1986, and it
re-engineered the system in 1993 to incorporate advances in hardware and
software technologies. The system's transaction database now includes more than
200,000 SKUs, 12,000 active customers, and 3,500 active vendors. Customers can
access GetSmart either off-line, through the Company's sales and customer
support personnel, or on-line, through wide area network, dial-up, leased-line,
and Internet connections. This array of delivery options makes GetSmart
available to customers of every size and complexity, and to customers at every
level of computer sophistication. The discussion below summarizes these support
functions. The Company is continually refining and enhancing the GetSmart
system.

A customer can initiate a distribution from inventory by issuing a
requisition through GetSmart. GetSmart then allocates the merchandise to the
cost center and routes the release to the appropriate distribution facility.
Customers can specify their minimum inventory requirements or can rely on
GetSmart's ongoing analysis of usage patterns and lead times. GetSmart notifies
the Company's sales representative when a re-order point is reached, and the
representative negotiates a new purchase order with the customer. The purchase
order is entered into the system and GetSmart tracks the order to the product's
receipt at the Company's distribution center. At this point the storage,
shipment, usage and re-order cycle begins again. Throughout the cycle, the
system supports inventory transfers and write-offs, returns of items
requisitioned in error, and purchases that are shipped directly to customers by
the Company's vendors. GetSmart produces invoices when merchandise is received
at the Company's distribution centers, or when it is shipped to customers, and
tracks invoices through to remittance. All transactions can be consummated in a
number of electronic formats required by customers' data processing operations.
GetSmart also offers electronic catalogs of 375,000 promotional products and
30,000 office products. The catalogs provide product images and descriptions, as
well as powerful search engines enabling customers to locate the products best
suited to their requirements.

47
<PAGE>

GetSmart can generate more than 100 real-time and periodic reports to
customers. These reports detail, summarize, and analyze purchases, inventory
levels, utilization rates, and billing by cost center, product, and product line
to meet each customer's specific needs. Reports can be viewed on-screen in real
time, printed at the customer's premises, printed remotely and delivered to a
customer, or transmitted electronically for further processing by a customer's
internal management information system. The Company maintains five years of
historical data on-line for comparative reports and analyses. In addition,
GetSmart's Base Line Pricing Report routinely analyzes changes in prices charged
to managed accounts, an analysis the Company believes is unique in the industry.

GetSmart also provides customers with a system of management controls for
certain services. Customers may control cost center access with passwords,
allocate inventories to cost centers, limit the transacting and reporting
authority of each cost center by product or product line, constrain purchases
and requisitions to amounts budgeted for each cost center, and suspend
transactions until they are reviewed and approved. The Company can customize
GetSmart to create optimal programs for its customers.

INFORMA SYSTEM. Workflow Management offers the Informa system in Canada.
Informa supports requisition, distribution, and digital imaging services with a
central transaction database and a variety of customer interfaces. In addition
to sophisticated print-on-demand capabilities, Informa provides much of the
functionality of the GetSmart system: inventory inquiries and releases; order
tracking; usage analysis and forecasting; detailed reporting for cost centers
and products; and procurement-card and X.12 EDI billing. Customer interfaces
include terminal access, a graphical user interface client, e-mail, world wide
web browser, touch-tone, and automated voice recognition. Informa is accessed
through leased lines, dial-up service, Internet and wide area networks.

Informa's Electronic Job Ticket ("EJT") interface is a specialized e-mail
enabling customers to requisition documents and other products from the
Company's distribution centers, and to route attached documents to the Company's
network of Imagenet print-on-demand facilities. EJT's print on demand feature
supports a broad range of custom specifications, including quantities; fixed and
variable imaging; page orientation; paper size, weight, grade, and color;
drilling and binding; and cover page. EJT also provides fields for the
customer's budget code, billing information, and distribution instructions. EJT
originates jobs ranging from single impressions, to thousands of copies
delivered to a single location, to thousands of documents mailed to tens of
thousands of recipients.

IMAGENET DOCUMENT MANAGER The Company intends to deploy Imagenet for use in
the United States. Workflow Management will license Imagenet to U.S. Office
Products effective on the Distribution Date.

Workflow Management provides customers with world wide web-access to Informa
through its Imagenet. This application provides a browser interface to Informa's
transaction and reporting features for managing and distributing inventories
held for customers. The application also offers a full-featured document
librarian, with image storage, retrieval, viewing, downloading, archiving, and
version control. In addition, Imagenet provides estimation and requisition for
digital print-on-demand orders. Production images for these orders can be
uploaded to the world wide web or retrieved from the application's document
library.

OPERATIONS

SALES. Workflow Management sells its products directly to end-users, as
well as to distributors and brokers who re-sell to end-users. The Company
employs more than 350 sales representatives and 175 customer service personnel
in 59 sales offices throughout the United States and Canada. Sales
representatives are compensated through salaries and commissions. Commissioned
sales representatives are compensated based on either product sales or gross
margins. In addition to the Company's line of documents, commercial printing,
envelopes and related products, the sales force offers value-added services
including workflow analysis, design, document management, and print-on-demand.
The Company's sales force is supported by its GetSmart and Informa transaction
and information systems. See "--Print Management."

48
<PAGE>

PURCHASING. Workflow Management purchases raw materials such as paper
stock, ink, stock envelopes, adhesives, plates, film, chemicals, and cartons
from a variety of manufacturers and resellers. These materials are purchased
job-by-job or under contracts with terms of up to two years. Longer-term supply
contracts generally specify services to be provided and may guarantee product
availability, but typically reserve to vendors the right to adjust prices as
required by market conditions. The largest suppliers of paper stock to the
Company are Rollsource, Appleton, Mead, Avenor and Domtar. Workflow Management
also purchases finished goods for resale to customers. These finished goods
include the Company's full line of documents, envelopes and commercial printing.
Workflow Management has more than 3,500 suppliers of finished goods, including,
among the largest, Ward Kraft Forms, United Computer Supplies, Gilman Sky,
Transkrit, and United Stationers, Inc.

MANUFACTURING. Workflow Management manufactures documents and envelopes.
Documents produced by the Company include continuous and snap-apart forms, roll
forms, cut sheets and label/form combinations, and checks and other security
documents. Workflow Management operates 13 document plants in Canada, and four
in the U.S. These plants employ more than 1,100 manufacturing personnel and
utilize over 250 presses and other machines. The Company also manufactures a
broad line of conventional and specialty envelopes in four plants located in New
York, New Jersey and Pennsylvania. The envelope plants currently operate more
than 80 manufacturing and printing machines. Workflow Management operates a
network of eight Imagenet print-on-demand facilities in Canada, providing
digital imaging and litho quick printing. The Company also operates several
conventional and digital pre-press systems for converting text and graphics to
film and plates prior to printing. Among these pre-press capabilities are
several state-of-the-art digital systems which enhance overall production
efficiency and provide high-process capabilities to customers.

DISTRIBUTION. Products manufactured by Workflow Management are either
shipped directly to customers or held in inventory and shipped as requisitioned
by customers. Finished goods purchased by the Company from manufacturers and
wholesalers are either shipped directly to customers by vendors, or shipped to,
stored in, and shipped from one of the Company's distribution centers. Workflow
Management owns or leases nine distribution centers in the United States and 17
in Canada, and rents additional warehouse space as necessary. More than 120
distribution personnel are employed by Workflow Management. Products are
transported from the Company's suppliers and to its customers by short-haul,
regional, contract and custom carriers, as well as by air and ground courier
services.

CUSTOMERS

Workflow Management has more than 22,000 customers ranging in size from
small office/home office businesses to Fortune 500 companies in industries such
as healthcare, insurance, energy, advertising, travel and financial services.
Significant customers of the Company include: Bank of Montreal; Aetna, Inc.;
Citibank N.A.; Chase Manhattan Corp.; Group Health Incorporated; Health
Insurance Plan of Greater New York, Inc.; Heilig-Meyers Company; Merrill Lynch &
Co., Inc.; Banco Popular, Inc.; Shell Canada and Salomon Smith Barney Holdings,
Inc.

The Company's five largest customers accounted for 10.7% of the Company's
net sales for the nine months ended January 24, 1998. The Company's single
largest customer accounted for 4.1% of net sales for the nine months ended
January 24, 1998. Although that customer has recently agreed to be acquired, the
Company has entered into a new four year services agreement with the customer.

COMPETITION

49
<PAGE>
agencies and design firms. The principal competitive factors in the graphic arts
industry are price, quality, selection, services, production capacity, delivery
and customer support.

Although Workflow Management often competes with smaller businesses, it also
competes against the largest competitors in the North American documents
industry, such as Moore Corporation Ltd., Reynolds & Reynolds Company, Standard
Register Company and Wallace Computer Services, Inc., and the largest
competitors in the U.S. envelope industry, such as Mail-Well, Westvaco and
Tension Envelope Company. The largest competitors for commercial printing
include direct sales organizations of Graphic Industries, Inc., R. R. Donnelley
& Sons, Quebecor, Inc. and World Color Press, Inc. Most of these competitors
have substantially greater financial resources than the Company.

EMPLOYEES

As of December 31, 1997, Workflow Management had more than 2,000 full- and
part-time employees, including over 550 in sales and sales support, more than
1,200 in manufacturing. Approximately 31% of the Company's employees in the
United States and approximately 8% of the Company's employees in Canada are
represented by labor unions. There can be no assurance that work stoppages or
strikes will not occur. The Company considers its employee relations to be good.

INTELLECTUAL PROPERTY

Workflow Management has more than 40 registered trademarks in the U.S. and
Canada, including Get Smart, Informa and Imagenet. The Company believes that its
trademarks and other proprietary rights are material to the operations of its
business. Workflow Management regards its GetSmart, Informa and Imagenet
software as proprietary, and relies on a combination of copyright and trademark
laws, trade secrets, confidentiality agreements and contractual provisions to
protect its rights. Workflow Management is not aware that any of its software,
trademarks or other proprietary rights are being infringed by third parties, or
that it infringes proprietary rights of third parties. See "Risk
Factors--Dependence on Intellectual Property Rights; Risks of Infringement."

PROPERTIES

The following table sets forth certain information about the Company's
executive offices and manufacturing and printing facilities:

50
<PAGE>

<TABLE>
<CAPTION>
APPROXIMATE
SQUARE LEASE
FUNCTION AND LOCATION FOOTAGE TITLE EXPIRATION
- ---------------------------------------------------------------------- ------------ ---------- --------------------
<S> <C> <C> <C>

EXECUTIVE OFFICE:

Palm Beach, Florida................................................. 5,000 Leased 2003

MANUFACTURING AND PRINTING:

Conyers, Georgia.................................................... 71,300 Leased 2006

Mt. Olive, Illinois................................................. 82,000 Leased 2004

Springfield, Massachusetts.......................................... 65,000 Leased 2004

Lyndhurst, New Jersey............................................... 16,000 Leased 2000

New York, New York.................................................. 160,000 Leased 2002

New York, New York.................................................. 53,000 Leased 2005

New York, New York.................................................. 60,000 Leased 2002

Norfolk, Virginia................................................... 26,400 Owned --

Mt. Pocono, Pennsylvania............................................ 140,000 Owned --

Calgary, Alberta.................................................... 48,000 Leased 1999

Calgary, Alberta.................................................... 30,000 Leased 1999

Edmonton, Alberta................................................... 81,000 Leased 2006

Victoria, British Columbia.......................................... 14,000 Leased 1999

Winnipeg, Manitoba.................................................. 12,500 Leased 2002

Brampton, Ontario................................................... 174,500 Leased 1999

Brampton, Ontario................................................... 44,200 Leased 2000

London, Ontario..................................................... 17,500 Leased month-to-month

Mississauga, Ontario................................................ 60,000 Leased 2004

Mississauga, Ontario................................................ 7,200 Leased month-to-month

Toronto, Ontario.................................................... 10,000 Leased 2000

Regina, Saskatchewan................................................ 28,000 Leased 2006

Dorval, Quebec...................................................... 42,000 Owned --

Granby, Quebec...................................................... 100,000 Owned --

Pointe Claire, Quebec............................................... 30,000 Leased 1998
</TABLE>

In addition to those facilities identified above, Workflow Management leases
other offices, warehouses and distribution centers across the United States and
Canada.

Workflow Management believes that its properties are adequate to support its
operations for the foreseeable future.

ENVIRONMENTAL REGULATIONS

The Company's operations and real property are subject to United States and
Canadian federal, state, provincial and local environmental laws and
regulations, including those governing the use, storage, treatment,
transportation and disposal of solid and hazardous materials, the emission or
discharge of such materials into the environment, and the remediation of
contamination associated with such disposal or emissions. Certain of these laws
and regulations may impose joint and several liability on lessees and

51
<PAGE>
owners or operators of facilities for the costs of investigation or remediation
of contaminated properties, regardless of fault or the legality of the original
disposal.

The past and present business operations of the Company that are subject to
the Environmental Laws and regulations include the use, storage, handling, and
contracting for recycling or disposal of hazardous and nonhazardous materials
such as washes, inks, alcohol-based products, fountain solution, photographic
fixer and developer solutions, machine and hydraulic oils, and solvents.
Workflow Management generates both hazardous and non-hazardous waste.

Limited environmental investigations have been conducted at certain of the
Company's properties. Based on these investigations and all other available
information, management believes that the Company's current operations are in
substantial compliance with the Environmental Laws. The Company is not aware of
any liability under the Environmental Laws that the Company believes would have
a material adverse effect on the Company's business, financial condition or
results of operations. No assurance can be given, however, that all potential
environmental liabilities have been identified or that future uses, conditions
or legal requirements (including, without limitation, those that may result from
future acts or omissions or changes in applicable Environmental Laws) will not
require material expenditures to maintain compliance or resolve potential
liabilities.

LEGAL MATTERS

Workflow Management is involved in various lawsuits arising in the ordinary
course of business. Workflow Management believes that the outcome of these
matters will not have a material adverse effect on the Company's business,
financial condition or results of operations.

52
<PAGE>
MANAGEMENT OF WORKFLOW MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Following the Workflow Distribution, it is anticipated that the directors,
executive officers and key employees of the Company will be as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
OFFICERS AND DIRECTORS OF THE COMPANY:
Thomas B. D'Agostino................................. 55 Chairman of the Board, Chief Executive
Officer and Director
Steven R. Gibson..................................... 38 Vice President of Finance and Chief Financial Officer
Claudia S. Amlie..................................... 29 Vice President and General Counsel
Thomas A. Brown, Sr.(1)(2)........................... 55 Director
Gus J. James, II(1).................................. 59 Director
Jonathan J. Ledecky.................................. 40 Director
Timothy L. Tabor..................................... 44 Director
F. Craig Wilson(2)................................... 48 Director

KEY EMPLOYEES OF SUBSIDIARIES:
John Conway.......................................... 55 President of Data Business Forms Limited
Thomas B. D'Agostino, Jr.*........................... 31 President of SFI Corp.
Robert M. Fishbein................................... 55 Co-President of United Envelope Co., Inc.
Richard M. Schlanger................................. 53 Co-President of United Envelope Co., Inc.
Andre Beaudet........................................ 55 President of Hano Document Printers, Inc.
</TABLE>

- ------------------

* Thomas B. D'Agostino, Jr. is the son of Thomas B. D'Agostino, Chairman of
the Board and Chief Executive Officer of the Company.

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

The Board of Directors intends to increase its size from six to seven
members following the Offering and to appoint the seventh director to serve on
the Compensation Committee.

THOMAS B. D'AGOSTINO is Chairman of the Board and Chief Executive Officer of
the Company. Mr. D'Agostino was President of SFI and its predecessor company,
Forms & Peripherals, Inc., from 1972 until 1998, and was appointed President of
U.S. Office Products Print Management Division in January 1997 when U.S. Office
Products acquired SFI and Hano.

STEVE R. GIBSON is Vice President of Finance and Chief Financial Officer of
the Company, the position to which he was appointed in April 1998. From February
1997 until April 1998, Mr. Gibson was President of Cortez Financial Services,
Inc., an investment banking company. From May 1985 to February 1997, he was
employed in various positions at NationsBank Corporation, ultimately serving as
Senior Vice President.

CLAUDIA S. AMLIE was appointed General Counsel of the Company in May 1998.
From July 1997 until April 1998, she served as an associate attorney at the law
firm of Edwards & Angell in Palm Beach, Florida. Ms. Amlie worked as an
associate attorney at Foley & Lardner in West Palm Beach, Florida from June 1996
to July 1997, and Stearns, Weaver, Miller, Weissler, Alhadeff & Sitterson in
Miami, Florida from August 1994 to May 1996. Ms. Amlie graduated from law school
in 1994.

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<PAGE>
THOMAS A. BROWN, SR. has served as the Vice
President-Purchasing/Sourcing/Logistics of Pfizer, Inc., a large pharmaceutical
company, since May 1996. From June 1991 until May 1996, Mr. Brown was Vice
President-Procurement of Aetna, Inc., a national insurance company.

GUS J. JAMES, II is the President, a director and shareholder of the law
firm of Kaufman & Canoles in Norfolk, Virginia. Mr. James has practiced law with
Kaufman & Canoles since 1967. See "Certain Transactions."

JONATHAN J. LEDECKY will serve as a director and an employee of the Company
and each of the other Spin-Off Companies. He founded Consolidation Capital
Corporation in February 1997 and will serve as its Chairman and Chief Executive
Officer. Mr. Ledecky founded U.S. Office Products in October 1994 and will serve
as its Chairman of the Board until the Distribution Date and served as its Chief
Executive Officer until November 5, 1997. Mr. Ledecky has also served as the
Non-Executive Chairman of the Board of USA Floral Products, Inc. since April
1997 and as a director of UniCapital Corporation since October 1997. Mr. Ledecky
served from 1989 to 1991 as the President of The Legacy Fund, Inc., and from
1991 to September 1994 as President and Chief Executive Officer of Legacy Dealer
Capital Fund, Inc., a wholly-owned subsidiary of Steelcase Inc. Prior to his
tenure at The Legacy Fund, Inc., Mr. Ledecky was a partner at Adler and Company
and a Senior Vice President at Allied Capital Corporation, an investment
management company.

TIMOTHY L. TABOR has served as Executive Vice President of U.S. Office
Products Print Management Division and Executive Vice President and Chief
Operating Officer of SFI and Hano since May 1997. From 1996 until 1997, he
served as an executive officer of SFI and Hano. From 1993 to 1995, Mr. Tabor
managed his own investments. From 1987 to 1993, Mr. Tabor held various positions
with Tudor Investment Corp., serving as Director of Technology from 1987 to
1990, Director of the Securities Department from 1990 until 1992 and as a
proprietary trader in 1993.

F. CRAIG WILSON has served as Chief Executive Officer and Chairman of the
Board of Cortez III Service Corporation ("Cortez III") since March 1997. Cortez
III provides logistics and technical services to various governmental agencies.
Mr. Wilson also serves as President of EC III, Inc., a joint venture of Cortez
III, and EG&G Inc. From 1993 to 1997, Mr. Wilson was Chief Operating Officer of
Cortez III.

JOHN CONWAY has served as President of DBF since 1992. From 1987 to 1992,
Mr. Conway was Vice President and General Manager of Data East.

THOMAS B. D'AGOSTINO, JR. was appointed President of SFI in 1998. He
previously served as Vice President of Sales of SFI from 1997 until 1998. From
1995 to 1997, he served as President of Hano. From 1993 to 1995, Mr. D'Agostino,
Jr. held several other positions with Hano, including Vice President of Sales
and Marketing and General Manager.

ROBERT M. FISHBEIN is Co-Chairman of United. He has also served as
Co-President of United since 1994. From 1982 to 1994, Mr. Fishbein held the
position of Executive Vice President of United.

RICHARD M. SCHLANGER is also Co-Chairman of United. He has also served as
Co-President of United since 1994. From 1982 to 1994, Mr. Schlanger held the
position of Executive Vice President of United.

ANDRE BEAUDET is President of both Hano and Multiple Pakfold, Inc., the
distributor arm of DBF. Mr. Beaudet joined DBF in 1992 when it acquired Southam
Paragon, where he had been employed since 1965. From 1986 to 1997, Mr. Beaudet
held a variety of positions at Southam Paragon, including President and Vice
President.

Directors are elected for a one-year term and hold office until their
successors have been elected and qualified or until such director's earlier
resignation or removal.

54
<PAGE>
COMMITTEES OF THE BOARD

The Board of Directors has an Audit Committee. The Audit Committee is
charged with reviewing Workflow Management's annual audit and meeting with the
Company's independent accountants to review the Company's internal controls and
financial management practices. Messrs. Brown and James are members of the Audit
Committee.

The Board of Directors has a Compensation Committee. The Compensation
Committee is charged with determining the compensation of Workflow Management's
executive officers and administering the 1998 Stock Incentive Plan. Mr. Wilson
and Mr. Brown are members of the Compensation Committee. See "--1998 Stock
Incentive Plan."

LEDECKY SERVICES AGREEMENT

Jonathan J. Ledecky entered into the Ledecky Services Agreement with U.S.
Office Products on January 13, 1998, which agreement is expected to be amended
as of June 3, 1998, which will be effective on the Distribution Date and
contingent on the consummation of the Distributions. The Ledecky Services
Agreement will expire on September 30, 1998 if none of the Distributions has
occurred by that date. If the Ledecky Services Agreement becomes effective, it
will replace his employment agreement with U.S. Office Products as amended
November 4, 1997. The principal terms of this agreement, as amended, are
summarized here.

The Ledecky Services Agreement governs Mr. Ledecky's continuing obligations
to U.S. Office Products. Under the Ledecky Services Agreement, Mr. Ledecky will
report to the U.S. Office Products Board and will provide high-level acquisition
negotiation services and strategic business advice. Under the Agreement, Mr.
Ledecky will remain an employee of U.S. Office Products at an annual salary of
$48,000 through June 30, 2001. As a continuing employee of U.S. Office Products,
Mr. Ledecky will also retain his existing U.S. Office Products' options despite
his reduction in services to U.S. Office Products. U.S. Office Products can
terminate Mr. Ledecky's employment only for "cause" where cause consists of (i)
his conviction of, or guilty or nolo contendere plea to, a felony demonstrably
and materially injurious to U.S. Office Products, or (ii) his violation of the
non-competition provision as it relates to U.S. Office Products. If Mr. Ledecky
resigns or is terminated, he will cease to vest in his U.S. Office Products
stock options and will have 90 days to exercise any vested options.

The Company will enter into an employment agreement with Mr. Ledecky,
effective as of June 10, 1998 that will implement assigned portions of the
Ledecky Services Agreement. Under the employment agreement, Mr. Ledecky will
report to the Board of Directors and senior management of the Company. In such
capacity, Mr. Ledecky will provide high-level acquisition negotiation services
and strategic business advice. The Company can require Mr. Ledecky's performance
of such services, consistent with his other contractual obligations to
Consolidation Capital Corporation, U.S. Office Products and the other Spin-Off
Companies. As an employee, Mr. Ledecky will also be subject to the generally
applicable personnel policies of the Company and will be eligible for such
benefit plans in accordance with their terms. The Company will pay Mr. Ledecky
an annual salary of $48,000 for up to two years. The Company may terminate Mr.
Ledecky's employment with or without "cause," where cause is defined as in the
Ledecky Services Agreement, as modified to refer to the Company.

The Ledecky Services Agreement provides for non-competition and
non-solicitation restrictions that will continue until the end of a specified
restricted period, which for Workflow Management, means the later of June 10,
2000 or the date one year after Mr. Ledecky leaves Workflow Management's employ.
These provisions generally restrict Mr. Ledecky from, among other things,
investing in or working for or on behalf of any business selling any products or
services in direct competition with U.S. Office Products or the Spin-Off
Companies (collectively, the "U.S. Office Products Companies"), within 100 miles
of any location where the relevant U.S. Office Products Company regularly
maintains an office. (For this purpose, "products or services" are those that
U.S. Office Products offered on January 13, 1998.) Notwithstanding

55
<PAGE>

this prohibition, Mr. Ledecky may serve in a policy making role (but not engage
in direct personal competition) with respect to the following businesses: (i)
certain businesses acquired by Consolidation Capital Corporation that are
directly competitive with Aztec Technology Partners, Inc. if those businesses
(A) relate to computer installation and servicing, (B) information technology,
or (C) telecommunications, and if, when acquired, the businesses met certain
revenue limits and had their principal place of business in the same
metropolitan area as that of the acquiring electrical contracting and services
business; (ii) businesses selling, supplying, or distributing janitorial or
sanitary products or services; (iii) businesses managing or servicing office
equipment (other than computers); (iv) businesses providing internet access
services; (v) UniCapital Corporation's leasing businesses (which include
equipment leasing); or (vi) U.S. Marketing Services' shelf-stocking and
merchandising and point-of-purchase display creation businesses. The Ledecky
Services Agreement prohibits Mr. Ledecky from trying to hire away managerial
employees of the U.S. Office Products Companies or from calling upon customers
of the U.S. Office Products Companies to solicit or sell products or services in
direct competition with the U.S. Office Products Companies. Mr. Ledecky also may
not hire away for Consolidation Capital Corporation any person then or in the
preceding one year employed by the U.S. Office Products Companies. U.S. Office
Products is permitted to (and will) assign to Workflow Management the ability to
enforce the non-competition provisions described above as to its own business,
which will then constitute part of his employment agreement with the Company.

Mr. Ledecky will receive a stock option for Company Common Stock from
Workflow Management as of the Distribution Date. The option is intended to
compensate Mr. Ledecky for his services to Workflow Management as an employee.
That option will be granted under the Company's 1998 Stock Incentive Plan. The
option will cover up to 7.5% of the outstanding Company Common Stock, determined
as of the Distribution Date, without regard to the Offering. The option will
have a per share exercise price equal to the initial public offering price of
the Company Common Stock. The estimated value of this option depends on the
initial public offering price of the Company Common Stock and the trading
volatility of the Company Common Stock. Based on an assumed initial public
offering price of $13.00 per share (which is equal to the mid-point of the price
range for the Offering) and an assumed trading volatility index of the Company
Common Stock of 40% the estimated value of the option would be $2.9 million, net
of taxes at an assumed 40% rate.

It is expected that Mr. Ledecky's option will become fully vested when
granted but will not be exercisable until the 12-month anniversary of the
Workflow Distribution. Mr. Ledecky's option from the Company will be exercisable
immediately if Mr. Ledecky dies before the option expires or, if Workflow
Management accelerates the exercise schedule of options for substantially all
management option holders (in this latter case, Mr. Ledecky's option will become
exercisable on the same accelerated schedule as the other Workflow Management
option holders). All unexercised portions of the option will expire ten years
after its date of grant or, if applicable, as of the date Mr. Ledecky violates
his non-competition agreement with Workflow Management.

DIRECTOR COMPENSATION

Non-employee directors will receive cash compensation in the amount of
$10,000 per year. In addition, the Company anticipates that non-employee
directors will receive formula stock options under the 1998 Stock Incentive Plan
of 15,000 shares on the effective date of the Workflow Distribution, exercisable
at the initial public offering price, as well as formula stock options for
additional shares at each annual meeting at which such director is reelected to
the Company's Board of Directors. The exercise price of these options will be
the fair market value of the Common Stock on the date of grant. The Company
anticipates that the options will vest at 25% per year over four years.

56
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Board of Directors of Workflow Management has ever been an
officer of the Company or any of its subsidiaries, except that Mr. D'Agostino is
the President of U.S. Office Products Print Management Division and a member of
the Board of Directors of SFI, and Mr. Tabor is the Executive Vice President of
U.S. Office Products Print Management Division and the Executive Vice President
and Chief Operating Officer of SFI and Hano. The Company anticipates that Mr.
Tabor will resign as an officer of the Print Management Division of U.S. Office
Products, SFI and Hano prior to the Distribution Date. In addition, Mr. Ledecky
was the Chief Executive Officer of U.S. Office Products until November 5, 1997
and will be Chairman of U.S. Office Products until the Distribution Date.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to the compensation
paid by the Company for services rendered during the year ended April 25, 1998
to the Chief Executive Officer and to the other officers of the Company whose
combined compensation exceeded $100,000 during this period (collectively the
"Named Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
---------------------- COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(#) COMPENSATION
- -------------------------------------------------------- ---------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
Thomas B. D'Agostino
Chairman of the Board,
Chief Executive
Officer and Director of the Company................... $ 400,000 $ -0- 45,000 $ 9,968(1)
Michael B. Feldman
Vice President of Finance
and Chief Financial Officer of the Company(3)......... $ 133,750 $ 25,000 37,500 $ 6,319(2)
Timothy L. Tabor(4)
Executive Vice President--
U.S. Office Products Print
Management Division and Director of the Company....... $ 260,000 $ 25,000 15,000 $ 5,041(5)
</TABLE>

- ----------------------

(1) Includes $6,805 of insurance premiums and $3,163 of 401(k) plan
contributions paid by the Company on Mr. D'Agostino's behalf.

(2) Includes $3,403 of insurance premiums and $2,916 of 401(k) plan
contributions paid by the Company on Mr. Feldman's behalf.

(3) Steven R. Gibson assumed the position of Vice President of Finance and Chief
Financial Officer on April 8, 1998.

(4) The Company anticipates that Mr. Tabor will resign as an officer of the
Print Management Division of U.S. Office Products, SFI and Hano prior to the
Distribution Date.

(5) Includes $5,041 of insurance premiums paid by the Company on Mr. Tabor's
behalf.

EMPLOYMENT CONTRACTS AND RELATED MATTERS

On January 23, 1997, SFI entered into an employment agreement with Thomas B.
D'Agostino. The employment agreement provides for a four-year term. Pursuant to
this agreement, Mr. D'Agostino is entitled to receive minimum annual
compensation of $400,000, incentive bonuses as determined by the compensation
committee of the U.S. Office Products Board of Directors and certain perquisites
and benefits. In the event that Mr. D'Agostino's employment is terminated for
any reason other than cause, Mr. D'Agostino's employment agreement provides that
he is entitled to receive his base salary and benefits for the longer of (i) six
months from the date of termination or (ii) the remaining time under the term of

57
<PAGE>

the employment agreement. The employment agreement also contains a
non-competition covenant which prohibits Mr. D'Agostino from engaging in certain
activities during the term of the employment agreement and for the longer of (i)
a period of one year thereafter or (ii) as long as Mr. D'Agostino continues to
receive severance payments from SFI. The Company anticipates entering into a new
employment agreement with Mr. D'Agostino after the closing of the Offering,
subject to the approval of the Compensation Committee. The Company does not
anticipate that the terms of any such employment agreement will differ
materially from the terms of Mr. D'Agostino's current employment agreement with
SFI, except that the maximum incentive bonus payable to Mr. D'Agostino is
currently $300,000 and the Company does not anticipate that the incentive bonus
payable to Mr. D'Agostino under his employment agreement with the Company will
be subject to any maximum.

On January 23, 1997, Hano entered into an employment agreement with Timothy
L. Tabor in the capacity of Executive Vice President. The employment agreement
provides a one-year initial term and a one-year renewal term. Pursuant to this
agreement, Mr. Tabor is entitled to receive minimum annual compensation of
$260,000, incentive bonuses as determined by the compensation committee of the
U.S. Office Products Board of Directors and certain perquisites and benefits. In
the event that Mr. Tabor's employment is terminated for any reason other than
cause, Mr. Tabor's employment agreement provides that he is entitled to receive
his base salary and benefits for the longer of (i) three months from the date of
termination, or (ii) the remaining time under the term of the employment
agreement. The employment agreement also contains a non-competition covenant
which prohibits Mr. Tabor from engaging in certain activities during the term of
the employment agreement and for the longer of (i) a period of one year
thereafter, or (ii) as long as Mr. Tabor continues to receive severance payments
from Hano.

Prior to the closing of the Offering, the Company anticipates entering into
employment agreements with Steven R. Gibson, Vice President of Finance and Chief
Financial Officer, Claudia S. Amlie, Vice President and General Counsel, and
certain other employees (collectively, the "Executive Employment Agreements") on
the general terms described here. The Company expects that the Executive
Employment Agreements will (i) provide for an initial term of two years; (ii)
contain non-competition covenants which will prohibit the employees from
engaging in certain activities during the term of the Executive Employment
Agreements and for the longer of (x) a period of one year thereafter or (y) as
long as the employees receive severance payments from the Company; and (iii)
provide for severance payments upon termination without cause for the longer of
(x) three months from the date of termination or (y) the remaining term under
the Executive Employment Agreement. Under the Executive Employment Agreements,
employees will be eligible to receive up to 50% of their base salary in bonus
compensation, payable in cash or stock based awards, as determined by the
Compensation Committee based on specified performance criteria. Mr. Gibson's
base salary under his Executive Employment Agreement will be $175,000 annually
and Ms. Amlie's base salary under her Executive Employment Agreement will be
$110,000 annually.

INDEMNIFICATION

The Certificate of Incorporation of the Company provides that no director
will be liable to the Company or its stockholders for monetary damages for a
breach of fiduciary duty to the fullest extent permissible under Delaware law.
The Company's By-laws provide that the Company will, to the fullest extent
permitted under Delaware law, indemnify its officers and directors against any
damages arising out of their actions as officers or directors of the Company.

REPLACEMENT OF OUTSTANDING U.S. OFFICE PRODUCTS OPTIONS

Workflow Management expects that all or substantially all vested and
unvested U.S. Office Products Options to acquire shares of U.S. Office Products
Common Stock that are held by Workflow Management employees on the Distribution
Date will be replaced with Workflow Options to acquire shares of Company Common
Stock. As of the Distribution Date, approximately 1,066,437 U.S. Office Products
Options will be held by employees of Workflow Management. The number of Workflow
Options that will be outstanding

58
<PAGE>

after the Distributions will depend on the trading prices of U.S. Office
Products Common Stock around the time of the Distributions and the public
offering price of the Company Common Stock in the Offering. For those reasons,
the number of Workflow Options into which the U.S. Office Products Options will
convert is not yet determinable. The following formulae will be used to adjust
the number and exercise price of U.S. Office Products Options. Such formulae
will adjust solely for the Distributions and not for other events, such as the
Tender Offer. The formulae will not affect when the options vest or when
employees can exercise the options. The exercise price of U.S. Office Products
Options will be adjusted by applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price of
Company Common Stock in the
Offering

Trading Price of U.S. Office
Products Common Stock Pre-Workflow
Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New)=Option Shares (Old) X Trading Price of U.S. Office Products
Common Stock Pre-Workflow Distribution

Initial Public Offering Price of
Company Common Stock in the Offering

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products Common Stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the expiration
of the Tender Offer and the completion of the Distributions. The foregoing
formula adjustments are intended to preserve for the holders of U.S. Office
Products Options the intrinsic value per option, measured as the difference
between the market value of one share of U.S. Office Products Common Stock at
the time of the Workflow Distribution and the exercise price of such option. The
intrinsic value of the adjusted Workflow Options will be no greater than the
intrinsic value of the U.S. Office Products Options immediately before the
Distribution, and the ratio of exercise price to market price will be not less
than the ratio immediately before the Distributions.

1998 STOCK INCENTIVE PLAN

The Company expects to adopt the 1998 Stock Incentive Plan (the "Plan"). The
purpose of the Plan is to promote the long-term growth and profitability of the
Company by providing employees with incentives to improve stockholder value and
contribute to the growth and financial success of the Company, and by enabling
the Company to attract, retain and reward highly motivated and qualified
employees. The maximum percentage of shares of Company Common Stock that may be
issued with respect to awards granted under the Plan will be approximately 30%
of the outstanding Company Common Stock following the Workflow Distribution,
without regard to the Offering. The maximum number of shares that may be issued
with respect to awards granted under the Plan to an individual in a calendar
year may not exceed 1,500,000 shares. The Plan will be administered by the
Compensation Committee of the Board of Directors. All employees of the Company
and its subsidiaries, as well as non-employee directors of the Company, are
eligible to receive awards under the Plan. The Plan authorizes the Compensation
Committee to make awards of stock options, restricted stock, stock appreciation
rights and other stock-based awards. The Compensation Committee will determine
the prices, vesting schedules, expiration dates and other material conditions
under which such awards may be exercised.

Mr. Ledecky will receive a stock option for Company Common Stock from
Workflow Management, pursuant to the Plan, as of the Distribution Date. The
option is intended to compensate Mr. Ledecky for his services to Workflow
Management as an employee. The option will cover up to 7.5% of the outstanding
Company Common Stock determined as of the Distribution Date, without regard to
the Offering. The option will have a per share exercise price equal to the
initial public offering price of the Company Common Stock.

It is expected that Mr. Ledecky's option will become fully vested when
granted but will not be exercisable until the 12-month anniversary of the
Distribution Date. Mr. Ledecky's option from the Company will be exercisable
immediately if Mr. Ledecky dies before the option expires or, if and to the

59
<PAGE>

extent that, Workflow Management accelerates the exercise schedule of options
for substantially all Workflow Management option holders. All unexercised
portions of the option will expire ten years after its date of grant or, if
applicable, as of the date Mr. Ledecky violates his non-competition agreement
with Workflow Management.

The Company expects that Thomas B. D'Agostino will also receive an option
(the "D'Agostino Option") pursuant to the Plan for 7.5% of the outstanding
Company Common Stock as of the Distribution Date, without regard to the
Offering. The D'Agostino Option is anticipated to have the same terms as Mr.
Ledecky's option, including an exercise price equal to the initial public
offering price of the Company Common Stock in the Offering. The estimated value
of this option depends on the initial public offering price of the Company
Common Stock and the trading volatility of Company Common Stock. Based on an
assumed initial price of $13.00 per share and an assumed trading volatility
index of the Company Common Stock of 40%, the estimated value of the option
would be $2.9 million, net of taxes at an assumed 40% rate.

In addition, management currently expects to recommend option grants to
certain executive officers of the Company for no more than 10% of the Company
Common Stock following the Workflow Distribution, without regard to the
Offering, also at an exercise price equal to the initial public offering price
of the Company Common Stock.

OPTIONS GRANTED IN FISCAL YEAR 1998

The following table sets forth certain information regarding options to
acquire U.S. Office Products Common Stock granted to the Named Officers during
the year ended April 25, 1998. All options were granted by U.S. Office Products
as options to acquire U.S. Office Products Common Stock and are expected to be
replaced with options to acquire Company Common Stock in connection with the
Workflow Distribution. See "--Replacement of Outstanding U.S. Office Products
Options."

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
PERCENT OF APPRECIATION FOR
TOTAL OPTIONS OPTION TERM(4)
OPTIONS GRANTED IN EXERCISE EXPIRATION ------------------------
NAME GRANTED(1)(2) FISCAL YEAR(3) PRICE(2) DATE 5% 10%
- ------------------------------- ------------- --------------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. D'Agostino........... 45,000 5.9% $ 15.17 4/28/07 $ 429,315 $ 1,087,968
Timothy L. Tabor............... 15,000 2.0% $ 15.17 4/28/07 $ 143,105 $ 362,656
Michael B. Feldman............. 15,000 2.0% $ 15.17 4/28/07 $ 143,105 $ 362,656
22,500 2.9% $ 21.13 9/17/07 $ 298,992 $ 757,705
</TABLE>

- ----------------------

(1) The options granted are non-qualified stock options, which are exercisable
at the market price on the date of grant.

(2) The exercise price of U.S. Office Products Options will be adjusted by
applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price
of Company Common Stock in the Offering
Trading Price of U.S. Office Products Common
Stock Pre-Workflow Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock Pre-Workflow
Distribution

Initial Public Offering Price of
Company Common Stock in the
Offering

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products Common Stock for the lesser of (a) ten business days preceding the
Distribution or (b) the number of business days falling between the
expiration of the Tender Offer and the completion of the Distributions. The
exercise price and number of options will be adjusted solely for the
Distributions and not for other events, such as the Tender Offer. The
foregoing formula adjustments are intended to preserve for the holders of
U.S. Office Products Options the intrinsic value per option, measured as the
difference between the market value of one share of U.S. Office Products
Common Stock at the time of the Workflow Distribution and the exercise price
of such option. The intrinsic value of the adjusted Workflow Options will be
no greater than the intrinsic value of the U.S. Office Products Options
before the Distributions and the ratio of exercise price to market price
will be not less than the ratio before the Distributions. The formulae will
not affect when the options vest or when employees can exercise the options.

60
<PAGE>

(3) Total options granted means all options granted to employees of Workflow
Management.

(4) The dollar amounts under these columns are the results of calculations at
assumed annual rates of stock appreciation of 5% and 10%. These assumed
rates of growth were selected by the SEC for illustration purposes only.
They are not intended to forecast possible future appreciation, if any, of
stock prices. No gain to the optionees is possible without an increase in
stock prices, which will benefit all stockholders.

AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED APRIL 25, 1998 AND FISCAL
YEAR-END 1998 OPTION VALUES

The following table sets forth certain information regarding option
exercises and unexercised options held by the Named Officers at April 25, 1998.
As described above, all options were granted by U.S. Office Products as options
to acquire U.S. Office Products Common Stock and are expected to be replaced
with options to acquire shares of Company Common Stock in connection with the
Workflow Distribution. See "--Replacement of Outstanding U.S. Office Products
Options."

AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED APRIL 25, 1998
AND FISCAL YEAR-END 1998 OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE- MONEY OPTIONS
OPTIONS HELD AT APRIL 25, AT FISCAL YEAR END
1998(1)(4) ($)(1)(2)(3)
SHARES ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. D'Agostino....... -- -- -- 45,000 -- 76,725
Timothy L. Tabor........... 48,522 486,601 -- 15,000 -- $ 25,575
Michael B. Feldman......... -- -- 36,391 37,500 $ 224,714 $ 25,575
</TABLE>

- ------------------

(1) The exercise price of U.S. Office Products Options will be adjusted by
applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price
of Company Common Stock in the
Offering

Trading Price of U.S. Office
Products Common Stock
Pre-Workflow Distribution

The number of U.S. Office Products Options will be adjusted by applying the
following formula:

Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Products Common Stock Pre-Workflow
Distribution

Initial Public Offering Price of
Company Common Stock in the
Offering

For all optionees, the "Trading Price of U.S. Office Products Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products Common Stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the
expiration of the Tender Offer and the completion of the Distributions. The
exercise price and number of options will be adjusted solely for the
Distributions and not for other events, such as the Tender Offer. The
foregoing formula adjustments are intended to preserve for the holders of
U.S. Office Products Options the intrinsic value per option, measured as the
difference between the market value of one share of U.S. Office Products
Common Stock at the time of the Workflow Distribution and the exercise price
of such option. The intrinsic value of the adjusted Workflow Options will be
no greater than the intrinsic value of the U.S. Office Products Options
before the Distributions and the ratio of exercise price to market price
will be not less than the ratio before the Distributions. The formulae will
not affect when the options vest or when employees can exercise the options.

(2) Options are "in-the-money" if the closing market price of U.S. Office
Products Common Stock exceeds the exercise price of the options.

(3) The value of unexercised options represents the difference between the
exercise price of such options and $16.875, the closing market price of U.S.
Office Products Common Stock at April 24, 1998.

(4) 25% of these options became exercisable on April 28, 1998.

61
<PAGE>
CERTAIN TRANSACTIONS

On January 24, 1997, in separate, related transactions, U.S. Office Products
acquired SFI and Hano from Thomas B. D'Agostino, the Chairman and Chief
Executive Officer of Workflow Management, and other stockholders, including
Thomas B. D'Agostino, Jr., Mr. D'Agostino's son, for a total of 3,628,500 shares
of U.S. Office Products Common Stock valued at $18.00 per share. The
transactions were effected through mergers which were accounted for as pooling
of interests. At the time of the acquisitions, Mr. D'Agostino owned 98% of the
issued and outstanding securities of SFI, and 75% of the issued and outstanding
securities of Hano, and received 3,387,699 shares of U.S. Office Products Common
Stock in consideration for these transactions. Thomas B. D'Agostino, Jr.
received 73,144 shares of U.S. Office Products Common Stock in consideration for
these transactions. In connection with the transaction, SFI entered into a
four-year employment agreement with Mr. D'Agostino which provided for an annual
salary of $400,000 and a one-year employment agreement with Timothy L. Tabor, a
Director of the Company, which provided an annual salary of $260,000. See
"Management of Workflow Management--Employment Contracts and Related Matters."
These transactions were the subject of arm's-length negotiations with U.S.
Office Products.

The Company has from time to time retained the law firm of Kaufman & Canoles
in connection with certain legal representations. Gus J. James, II, a Director
of the Company, is the President, a director and a shareholder of Kaufman &
Canoles.

Prior to December 1996, SFI leased warehouse space from a partnership in
which Mr. D'Agostino had a 50% interest. The total payments by SFI under this
lease were $81,000 in each of calendar years 1995 and 1996. This lease was
terminated in December 1996. The Company believes that the terms of this
transaction were subject to terms no less favorable than an arm's-length
transaction.

Prior to or after the Workflow Distribution, the Company expects to enter
into a lease with an entity owned or controlled by Mr. D'Agostino for office
space in Norfolk, Virginia. The terms of any such lease have not yet been
determined. The Company anticipates that lease payments will be based on the
market value of the office space and will be comparable to rents that would be
charged to parties not affiliated with Mr. D'Agostino. The Company believes that
the terms of this transaction are as favorable as could be negotiated with third
parties.

SFI loaned Mr. D'Agostino $453,000 in 1995 and $382,000 in 1996. Interest
was accrued on amounts outstanding at prime plus 1%. All of Mr. D'Agostino's
outstanding indebtedness to SFI was offset against dividend distributions to Mr.
D'Agostino. The Company believes that the terms of this transaction are as
favorable as could be negotiated with third parties.

Workflow Management will grant a license of the Imagenet technology to U.S.
Office Products effective the Distribution Date. Workflow Management will retain
ownership of Imagenet, but U.S. Office Products will receive a perpetual,
non-exclusive, non-transferable license to use the technology and the source
code to develop derivative applications; provided, however, that for years
U.S. Office Products will not use the Imagenet technology or any derivative
application to offer its customers the kind of print and forms services that
Workflow Management offers its customers, including print-on-demand and print
management. U.S. Office Products has agreed to refer customers seeking such
services to the Company during the restricted period. The license fee payable
with respect to the license will be . The Company believes that the terms of
the license are no less favorable to the Company than those that would be
obtained from third parties in arm's-length negotiations.

For a discussion of matters related to the spin-off of the Company from U.S.
Office Products, see "The Spin-Offs From U.S. Office Products."

For a discussion of transactions between the Company and Mr. Ledecky, see
"Management of Workflow Management--Ledecky Services Agreement."

62
<PAGE>
PRINCIPAL STOCKHOLDERS OF WORKFLOW MANAGEMENT

The following table sets forth the number and percentage of outstanding
shares of U.S. Office Products Common Stock beneficially owned as of April 25,
1998, and as adjusted to reflect the Workflow Distribution and the Offering
(assuming no exercise of the underwriters' over-allotment option), by (i) all
persons known by Workflow Management to own beneficially more than 5% of U.S.
Office Products Common Stock, (ii) each director and each Named Officer who is a
stockholder, and (iii) all directors and executive officers as a group. All
persons listed below have sole voting and investment power with respect to their
shares of U.S. Office Products Common Stock unless otherwise indicated.

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
NUMBER OF WORKFLOW PERCENT OF SHARES
SHARES OF U.S. PERCENT OF U.S. MANAGEMENT OF WORKFLOW
OFFICE OFFICE PRODUCTS COMMON STOCK, MANAGEMENT COMMON
PRODUCTS COMMON STOCK AS ADJUSTED STOCK, AS
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK PRIOR TO OFFERING (1) ADJUSTED (1)
- ------------------------------------------------- -------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C>
OFFICERS AND DIRECTORS
Thomas B. D'Agostino (7)......................... 500,183(2) *
301 Australian Ave.
Palm Beach, FL 33480
Thomas A. Brown, Sr.............................. 0 0%
165 Flanders Road
Bethlehem, CT 06751
Jonathan J. Ledecky (7).......................... 2,428,125(3) 1.8
240 Royal Palm Way
Palm Beach, Florida 33480
Gus J. James, II................................. 0 0
One Commercial Place
Norfolk, VA 23514
Timothy L. Tabor (7)............................. 3,750(4) *
276 Park Avenue South,
New York, NY 10010
Michael B. Feldman (7)........................... 45,766(5) *
3701 E. Virginia Beach Blvd.,
Norfolk, VA 23502
F. Craig Wilson.................................. 0 0
4841 Tramway Ridge Drive N.E.
Albuquerque, NM 87111
All current executive officers and directors as a
group (six persons)(7)......................... 2,977,824 2.2

5% STOCKHOLDERS
FMR Corp.(6)..................................... 15,754,406 11.2
Devonshire Street
Boston, MA 02109
Massachusetts Financial Services(6).............. 8,262,886 5.9
500 Boylston Street
Boston, MA 02116
</TABLE>

- ------------------

* Less than 1%.

63
<PAGE>

(1) The "Number of Shares of Workflow Management Common Stock, as Adjusted" and
"Percent of Shares of Workflow Management Common Stock, as Adjusted" reflect
the results of the Tender Offer and the application of the Distribution
Ratio, and assumes no options are exercisable within 60 days.

(2) Includes 11,250 shares which may be acquired upon exercise of U.S. Office
Products Options exercisable within 60 days following the Workflow
Distribution. Excludes Mr. D'Agostino's option for 7.5% of the Company
Common Stock that the Company expects to grant under the 1998 Stock
Incentive Plan, which will not be exercisable until the 12-month anniversary
of the Workflow Distribution. See "Management of Workflow Management--1998
Stock Incentive Plan."

(3) Excludes options for U.S. Office Products Common Stock that will not be
converted into options for Company Common Stock at the time of the Workflow
Distribution. Also excludes Mr. Ledecky's option for up to 7.5% of the
Company Common Stock that will be granted under the Company's 1998 Stock
Incentive Plan, which will not be exercisable until the 12-month anniversary
of the Workflow Distribution. See "Management of Workflow
Management--Ledecky Services Agreement."

(4) Includes 3,750 shares which may be acquired upon exercise of U.S. Office
Products Options exercisable within 60 days following the Workflow
Distribution.

(5) Includes 45,766 shares which may be acquired upon exercise of U.S. Office
Products Options exercisable within 60 days following the Workflow
Distribution.

(6) Based upon a Schedule 13G for U.S. Office Products filed with the SEC.

(7) In respect of U.S. Office Products Options, the option exercise price will
be adjusted by applying the following formula:

Exercise Price (New) = Exercise Price (Old) X Initial Public Offering Price
of Company Common Stock in the
Offering

Trading Price of U.S. Office
Product's Common Stock
Pre-Workflow Distribution

In respect of U.S. Office Products Options, the number of options will be
adjusted by applying the following formula:

Option Shares (New) = Option Shares (Old) XTrading Price of U.S. Office
Product's Common Stock
Pre-Workflow Distribution

Initial Public Offering Price of
Company Common Stock in the
Offering

For all optionees, the "Trading Price of U.S. Office Product's Common Stock
Pre-Workflow Distribution" will be the average closing price of U.S. Office
Products Common Stock for the lesser of (a) ten business days preceding the
Distributions, or (b) the number of business days falling between the
expiration of the Tender Offer and the completion of the Distributions. The
exercise price and number of options will be adjusted solely for the
Distributions and not for other events, such as the Tender Offer. The
foregoing formula adjustments are intended to preserve for the holders of
U.S. Office Products Options the intrinsic value per option, measured as the
difference between the market value of one share of U.S. Office Products
Common Stock at the time of the Workflow Distribution and the exercise price
of such option. The intrinsic value of the adjusted Workflow Options will be
no greater than the intrinsic value of the U.S. Office Products Options
before the Distributions, and the ratio of exercise price to market rice
will be not less than the ratio before the Distributions. The formulae will
not affect when the options vest or when employees can exercise the options.

64
<PAGE>
DESCRIPTION OF WORKFLOW MANAGEMENT CAPITAL STOCK

GENERAL

At the time of the Workflow Distribution and the Offering, the Company's
authorized capital stock will consist of 150,000,000 shares of Company Common
Stock and 1,000,000 shares of preferred stock, par value $.001 per share (the
"Preferred Stock"). Upon completion of the Workflow Distribution and the
Offering, the Company will have outstanding approximately 17,260,000 shares of
Company Common Stock and no shares of Preferred Stock. Set forth below is a
description of Workflow Management's capital stock.

COMPANY COMMON STOCK

The holders of Company Common Stock are entitled to one vote for each share
on all matters voted upon by stockholders, including the election of directors.
Subject to the rights of any then outstanding shares of Preferred Stock, the
holders of the Company Common Stock are entitled to such dividends as may be
declared in the discretion of the Company Board out of funds legally available
therefor. See "Dividend Policy." The holders of Company Common Stock are
entitled to share ratably in the net assets of the Company upon liquidation
after payment or provision for all liabilities and any preferential liquidation
rights of any Preferred Stock then outstanding. The holders of Company Common
Stock have no preemptive rights to purchase any other securities of the Company.
Shares of Company Common Stock are not subject to any redemption provisions and
are not convertible into any other securities of the Company. All of the shares
of Company Common Stock to be distributed pursuant to the Workflow Distribution
will be fully paid and nonassessable.

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Company's Board
as shares of one or more classes or series. Subject to the provisions of the
Company's Certificate of Incorporation and limitations prescribed by law, the
Company Board is expressly authorized to adopt resolutions to issue the shares,
to fix the number of shares and to change the number of shares constituting any
series, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights
(including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, in each case without any further action or vote
by the stockholders. The Company has no current plans to issue any shares of
Preferred Stock of any class or series.

One of the effects of undesignated Preferred Stock may be to enable the
Company's Board to render more difficult or to discourage an attempt to obtain
control of the Company by means of a tender offer, proxy contest, merger or
otherwise, and thereby to protect the continuity of the Company's management.
The issuance of shares of the Preferred Stock pursuant to the authority of the
Company's Board described above may adversely affect the rights of the holders
of Company Common Stock. For example, Preferred Stock issued by the Company may
rank prior to the Company Common Stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of Company Common Stock. Accordingly, the issuance of
shares of Preferred Stock may discourage bids for the Company Common Stock or
may otherwise adversely affect the market price of the Company Common Stock.

STATUTORY BUSINESS COMBINATION PROVISION

The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law ("Section 203"). Section 203 provides, with certain
exceptions, that a Delaware corporation may not engage in any of a broad range
of business combinations with a person or an affiliate, or associate of such
person, who is an "interested stockholder" for a period of three years from the
date that such person

65
<PAGE>
became an interested stockholder unless: (i) the transaction resulting in a
person becoming an interested stockholder, or the business combination, is
approved by the board of directors of the corporation before the person becomes
an interested stockholder; (ii) the interested stockholder acquired 85% or more
of the outstanding voting stock of the corporation in the same transaction that
makes such person an interested stockholder (excluding shares owned by persons
who are both officers and directors of the corporation, and shares held by
certain employee stock ownership plans); or (iii) on or after the date the
person becomes an interested stockholder, the business combination is approved
by the corporation's board of directors and by the holders of at least 66 2/3%
of the corporation's outstanding voting stock at an annual or special meeting,
excluding shares owned by the interested stockholder. Under Section 203, an
"interested stockholder" is defined as any person who is: (i) the owner of 15%
or more of the outstanding voting stock of the corporation; or (ii) an affiliate
or associate of the corporation if such affiliate or associate was the owner of
15% or more of the outstanding voting stock of the corporation at any time
within the three-year period immediately prior to the date on which it is sought
to be determined whether such person is an interested stockholder. Under the
Company's Certificate of Incorporation the affirmative vote of a majority of the
directors is required to approve an interested stockholder transaction.

A corporation may, at its option, exclude itself from the coverage of
Section 203 by amending its certificate of incorporation or bylaws, by action of
its stockholders, to exempt itself from coverage, provided that such bylaws or
certificate of incorporation amendment shall not become effective until 12
months after the date it is adopted. The Company has not adopted such an
amendment to its Certificate of Incorporation or By-laws.

LIMITATION ON DIRECTORS' LIABILITIES AND INDEMNIFICATION

Pursuant to the Certificate of Incorporation and under Delaware law,
directors of Workflow Management are not liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty, except for
liability in connection with a breach of duty of loyalty, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, for dividend payments or stock repurchases that are illegal under
Delaware law or any transaction in which a director has derived an improper
personal benefit. The Company's By-laws provide that the Company will, to the
fullest extent permitted under Delaware law, indemnify its officers and
directors against any damages arising out of their actions as officers or
directors of the Company.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Company Common Stock will be
American Stock Transfer & Trust Company.

66
<PAGE>
EXPERTS

The consolidated financial statements of Workflow Management as of April 30,
1996 and April 26, 1997, and for the fiscal year ended December 31, 1995, the
four months ended April 30, 1996 and the fiscal year ended April 26, 1997
included in this Information Statement/Prospectus, except as they relate to
Workflow Management, Inc. for the year ended December 31, 1994; Hano Document
Printers, Inc. as of December 31, 1995 and for the year then ended; and United
Envelope Co., Inc. and its affiliate, Rex Envelope Co., Inc. as of December 31,
1994 and 1995 and for the years then ended, have been audited by Price
Waterhouse LLP, independent accountants, and insofar as they relate to Workflow
Management, Inc. for the year ended December 31, 1994 by KPMG Peat Marwick; Hano
Document Printers, Inc., by KPMG Peat Marwick LLP; and United Envelope Co., Inc.
and Huxley Envelope Corp. by Hertz, Herson & Company LLP, independent
accountants, whose reports dated February 17, 1998, August 28, 1996 and March 6,
1996, respectively, thereon appear herein. Such financial statements have been
so included in reliance on the reports of such independent accountants given on
the authority of such firms as experts in auditing and accounting.

The financial statements of Astrid Offset Corp. as of July 31, 1997 and for
the year then ended included in this Information Statement/Prospectus have been
so included in reliance on the February 6, 1997 report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

LEGAL MATTERS

The validity of shares of Company Common Stock and certain tax matters
relating to the Distributions will be passed upon on behalf of Workflow
Management and U.S. Office Products by Wilmer, Cutler & Pickering, Washington,
D.C.

67
<PAGE>
WORKFLOW MANAGEMENT, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
WORKFLOW MANAGEMENT, INC. HISTORICAL FINANCIAL STATEMENTS
Page
---
Report of Price Waterhouse LLP, Independent Accountants F-2
<S> <C>
Report of KPMG Peat Marwick LLP, Independent Auditors F-3
Report of KPMG Peat Marwick LLP, Independent Auditors F-4
Report of Hertz, Herson & Company, LLP, Independent Auditors F-5
Report of Hertz, Herson & Company, LLP, Independent Auditors F-6
Consolidated Balance Sheet as of April 30, 1996, April 26, 1997 and January 24,
1998 (unaudited) F-7
Consolidated Statement of Income for the years ended December 31, 1994 and 1995,
the four months ended April 30, 1996, the fiscal year ended April 26, 1997 and
the nine months ended January 25, 1997 (unaudited) and January 24, 1998
(unaudited) F-8
Consolidated Statement of Stockholder's Equity for the years ended December 31,
1994 and 1995, the four months ended April 30, 1996, the fiscal year ended April
26, 1997 and the nine months ended January 24, 1998 (unaudited) F-9
Consolidated Statement of Cash Flows for the years ended December 31, 1994 and
1995, the four months ended April 30, 1996, the fiscal year ended April 26, 1997
and the nine months ended January 25, 1997 (unaudited) and January 24, 1998
(unaudited) F-10
Notes to Consolidated Financial Statements F-12

ASTRID OFFSET CORPORATION
Report of Price Waterhouse LLP, Independent Accountants F-28
Balance Sheet as of July 31, 1997 and October 31, 1997 (unaudited) F-29
Statement of Income for the year ended July 31, 1997 and the three months ended
October 31, 1996 (unaudited) and 1997 (unaudited) F-30
Statement of Stockholder's Equity for the year ended July 31, 1997 and the three
months ended October 31, 1997 (unaudited) F-31
Statement of Cash Flows for the year ended July 31, 1997 and the three months ended
October 31, 1996 (unaudited) and 1997 (unaudited) F-32
Notes to Financial Statements F-33

WORKFLOW MANAGEMENT, INC. PRO FORMA COMBINED FINANCIAL STATEMENTS
Introduction to Pro Forma Financial Information F-37
Pro Forma Combined Balance Sheet as of January 24, 1998 (unaudited) F-38
Pro Forma Combined Statement of Income for the nine months ended January 24, 1998
(unaudited) F-39
Pro Forma Combined Statement of Income for the nine months ended January 25, 1997
(unaudited) F-40
Pro Forma Combined Statement of Income for the fiscal year ended April 26, 1997
(unaudited) F-41
Notes to Pro Forma Combined Financial Statements F-42
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
of Workflow Management, Inc.:

In our opinion, based upon our audits and the reports of other auditors, the
accompanying consolidated balance sheet and the related consolidated statements
of income, of stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Workflow Management, Inc. (the
"Company") and its subsidiaries at April 30, 1996 and April 26, 1997, and the
results of their operations and their cash flows for the fiscal year ended
December 31, 1995, the four months ended April 30, 1996 and the fiscal year
ended April 26, 1997, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
Hano Document Printers, Inc. ("Hano"), United Envelope Co., Inc. and its
affiliate, Rex Envelope Co. Inc. ("United") and Huxley Envelope Corporation
("Huxley"), wholly-owned subsidiaries, which statements reflect total revenues
for the year ended December 31, 1995 of $31,299,000, $81,917,000 and
$18,868,000, respectively. Those statements were audited by other auditors whose
reports thereon have been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for Hano, United and Huxley, is
based solely on the reports of the other auditors. We conducted our audits of
these statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP

Minneapolis, Minnesota
February 10, 1998, except for Note 1
and the last paragraph of Note 3,
which are as of May 14, 1998

F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors
Workflow Management, Inc.:

We have audited the accompanying consolidated statements of income,
stockholder's equity and cash flows of Workflow Management, Inc. and
subsidiaries (the "Company") for the year ended December 31, 1994. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We did not audit the financial
statements of United Envelope Co., Inc. and its affiliates, Rex Envelope Co.,
Inc. ("United"), and Huxley Envelope Corporation ("Huxley"), wholly owned
subsidiaries, which statements reflect total revenues constituting 46.3 percent
of the consolidated total for the year ended December 31, 1994. Those statements
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for United and Huxley, is
based solely on the reports of the other auditors.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the reports of the other auditors provide a
reasonable basis for our opinion.

In our opinion, based on our audit and the reports of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of Workflow
Management, Inc. and subsidiaries for the year ended December 31, 1994 in
conformity with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Norfolk, Virginia
February 17, 1998

F-3
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
of Hano Document Printers, Inc.:

We have audited the balance sheet of Hano Document Printers, Inc. as of
December 31, 1995 and the related statements of income, stockholders' equity and
cash flows for the year then ended, which are not included herein. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hano Document Printers, Inc.
as of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Norfolk, Virginia
August 28, 1996

F-4
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Shareholders of
United Envelope Co., Inc.

We have audited the combined balance sheets of United Envelope Co., Inc. and
its affiliate, Rex Envelope Co., Inc., as at December 31, 1995 and 1994, and the
related combined statements of income and retained earnings and cash flows for
the years then ended (not presented separately herein). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As referred to in Note A on "Principles of Combination," the companies,
whose financial statements are combined, are related through common ownership
and control. In addition, each has pledged certain assets and guaranteed
long-term indebtedness of the other as described in the notes to financial
statements. In view of their close operating and financial relationship, the
preparation of combined financial statements was considered appropriate. The
combined statements, however, do not refer to a legal entity and neither of the
companies guarantees trade obligations of the other.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of United
Envelope Co., Inc. and its affiliate as at December 31, 1995 and 1994, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.

HERTZ, HERSON & COMPANY, LLP

New York, New York
March 6, 1996

F-5
<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Shareholders of
Huxley Envelope Corporation
Industrial Park Blvd.
Mt. Pocono Industrial Park
Mt. Pocono, PA 18344

We have audited the balance sheets of Huxley Envelope Corporation as at
December 31, 1995 and 1994, and the related statements of income and retained
earnings (accumulated deficit) and cash flows for the years then ended (not
presented separately herein). These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Huxley Envelope Corporation
as at December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.

HERTZ, HERSON & COMPANY LLP

New York, New York
March 4, 1996

F-6
<PAGE>
WORKFLOW MANAGEMENT, INC.

CONSOLIDATED BALANCE SHEET

(IN THOUSANDS)

<TABLE>
<CAPTION>
APRIL 30, APRIL 26, JANUARY 24,
1996 1997 1998
---------- ---------- -----------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents................................................. $ 1,324 $ 2,168 $ 248
Accounts receivable, less allowance for doubtful accounts of $1,993,
$1,831 and $2,828, respectively......................................... 50,942 50,917 54,121
Inventories............................................................... 23,815 26,990 29,330
Prepaid expenses and other current assets................................. 3,314 3,402 1,875
---------- ---------- -----------
Total current assets.................................................. 79,395 83,477 85,574

Property and equipment, net................................................. 31,647 33,119 31,064
Notes receivable from employees............................................. 3,461 3,643
Intangible assets, net...................................................... 879 913 2,203
Other assets................................................................ 6,028 4,138 4,621
---------- ---------- -----------
Total assets.......................................................... $ 117,949 $ 125,108 $ 127,105
---------- ---------- -----------
---------- ---------- -----------

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Short-term debt........................................................... $ 23,515 $ 3,681 $ 4,939
Short-term payable to U.S. Office Products................................ 23,622 17,658
Accounts payable.......................................................... 22,163 27,031 23,749
Accrued compensation...................................................... 4,752 4,173 4,004
Other accrued liabilities................................................. 5,587 8,060 9,854
---------- ---------- -----------
Total current liabilities............................................. 56,017 66,567 60,204

Long-term debt.............................................................. 28,108 6,034 5,498
Long-term payable to U.S. Office Products................................... 561 1,905
Deferred income taxes....................................................... 4,704 4,045 3,507
Other long-term liabilities................................................. 121 12
---------- ---------- -----------
Total liabilities..................................................... 88,829 77,328 71,126
---------- ---------- -----------

Commitments and contingencies

Stockholder's equity:
Divisional equity......................................................... 11,790 45,614 47,726
Cumulative translation adjustment......................................... 352 97 (1,365)
Retained earnings......................................................... 16,978 2,069 9,618
---------- ---------- -----------
Total stockholder's equity............................................ 29,120 47,780 55,979
---------- ---------- -----------
Total liabilities and stockholder's equity............................ $ 117,949 $ 125,108 $ 127,105
---------- ---------- -----------
---------- ---------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-7
<PAGE>
WORKFLOW MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF INCOME

(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE
FOR THE FOR THE FOUR FISCAL FOR THE NINE
YEAR ENDED MONTHS ENDED YEAR ENDED MONTHS ENDED
-------------------------- ------------- ------------- ------------------------
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26, JANUARY 25, JANUARY 24,
1994 1995 1996 1997 1997 1998
------------ ------------ ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
(UNAUDITED)
Revenues............................ $ 154,193 $ 309,426 $ 114,099 $ 327,381 $ 239,751 $ 257,777
Cost of revenues.................... 114,885 234,959 82,998 236,340 172,869 190,482
------------ ------------ ------------- ------------- ----------- -----------
Gross profit.................. 39,308 74,467 31,101 91,041 66,882 67,295

Selling, general and administrative
expenses.......................... 32,020 62,012 22,485 70,949 51,735 53,083
Non-recurring acquisition costs..... 5,006 2,902
------------ ------------ ------------- ------------- ----------- -----------
Operating income.............. 7,288 12,455 8,616 15,086 12,245 14,212

Other (income) expense:
Interest expense.................. 2,048 5,370 1,676 4,561 3,910 1,665
Interest income................... (18) (25) (21) (9)
Other............................. 186 62 (151) 632 610 (205)
------------ ------------ ------------- ------------- ----------- -----------
Income before provision for (benefit
from) income taxes and
extraordinary items............... 5,054 7,023 7,109 9,918 7,746 12,761
Provision for (benefit from) income
taxes............................. 379 (33) 1,351 3,690 2,249 5,212
------------ ------------ ------------- ------------- ----------- -----------
Income before extraordinary items... 4,675 7,056 5,758 6,228 5,497 7,549
Extraordinary items--losses on early
terminations of credit facilities,
net of income taxes............... 700 798
------------ ------------ ------------- ------------- ----------- -----------
Net income.......................... $ 4,675 $ 6,356 $ 5,758 $ 5,430 $ 5,497 $ 7,549
------------ ------------ ------------- ------------- ----------- -----------
------------ ------------ ------------- ------------- ----------- -----------
Per share amounts:
Basic:
Income from before
extraordinary items......... $ 0.77 $ 0.90 $ 0.56 $ 0.52 $ 0.48 $ 0.49
Extraordinary items........... 0.09 0.07
------------ ------------ ------------- ------------- ----------- -----------
Net income.................... $ 0.77 $ 0.81 $ 0.56 $ 0.45 $ 0.48 $ 0.49
------------ ------------ ------------- ------------- ----------- -----------
------------ ------------ ------------- ------------- ----------- -----------
Diluted:
Income from before
extraordinary items......... $ 0.77 $ 0.88 $ 0.55 $ 0.51 $ 0.47 $ 0.48
Extraordinary items........... 0.09 0.07
------------ ------------ ------------- ------------- ----------- -----------
Net income.................... $ 0.77 $ 0.79 $ 0.55 $ 0.44 $ 0.47 $ 0.48
------------ ------------ ------------- ------------- ----------- -----------
------------ ------------ ------------- ------------- ----------- -----------
Unaudited pro forma net income
before extraordinary items (see
Note 8)........................... $ 3,788 $ 3,344 $ 7,549
------------- ----------- -----------
------------- ----------- -----------
Unaudited pro forma income per share
before extraordinary items:
Basic........................... $ 0.32 $ 0.29 $ 0.49
------------- ----------- -----------
------------- ----------- -----------
Diluted......................... $ 0.31 $ 0.29 $ 0.48
------------- ----------- -----------
------------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-8
<PAGE>
WORKFLOW MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

(IN THOUSANDS)

<TABLE>
<CAPTION>
CUMULATIVE TOTAL
DIVISIONAL TRANSLATION RETAINED STOCKHOLDER'S
EQUITY ADJUSTMENT EARNINGS EQUITY
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1993................................... $ 4,239 $ $ 7,436 $ 11,675
Cash dividends at Pooled Companies........................... (3,461) (3,461)
Net income................................................... 4,675 4,675
----------- ----------- ----------- -------------

Balance at December 31, 1994................................... 4,239 8,650 12,889
Transactions of Pooled Companies:
Issuance of Pooled Company common stock in conjunction with
acquisition.............................................. 7,451 7,451
Capital contributions...................................... 100 100
Cash dividends............................................. (2,465) (2,465)
Cumulative translation adjustment............................ 388 388
Net income................................................... 6,356 6,356
----------- ----------- ----------- -------------

Balance at December 31, 1995................................... 11,790 388 12,541 24,719
Cash dividends at Pooled Companies........................... (1,321) (1,321)
Cumulative translation adjustment............................ (36) (36)
Net income................................................... 5,758 5,758
----------- ----------- ----------- -------------

Balance at April 30, 1996...................................... 11,790 352 16,978 29,120
Transactions of Pooled Companies:
Retirement of common stock................................. (477) (477)
Cash dividends............................................. (6,102) (6,102)
Undistributed earnings of subchapter S corporations........ 14,237 (14,237)
Cumulative translation adjustment............................ (255) (255)
Capital contribution by U.S. Office Products................. 20,064 20,064
Net income................................................... 5,430 5,430
----------- ----------- ----------- -------------

Balance at April 26, 1997...................................... 45,614 97 2,069 47,780

Unaudited data:
Issuance of U.S. Office Products Company common stock in
conjunction with acquisition............................... 2,112 2,112
Cumulative translation adjustment............................ (1,462) (1,462)
Net income................................................... 7,549 7,549
----------- ----------- ----------- -------------

Balance at January 24, 1998 (unaudited)........................ $ 47,726 $ (1,365) $ 9,618 $ 55,979
----------- ----------- ----------- -------------
----------- ----------- ----------- -------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-9
<PAGE>
WORKFLOW MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE
FOR THE NINE
FOR THE FOUR FISCAL MONTHS
FOR THE YEAR ENDED MONTHS ENDED YEAR ENDED ENDED
--------------------------- ------------- ------------- -----------
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26, JANUARY 25,
1994 1995 1996 1997 1997
------------- ------------ ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
Cash flows from operating activities:
Net income......................................... $ 4,675 $ 6,356 $ 5,758 $ 5,430 $ 5,497
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense............ 1,921 5,890 3,583 6,469 5,480
Non-recurring acquisition costs.................. 5,006 2,902
Deferred income taxes............................ (660) (956)
Extraordinary loss............................... 700 798
Other............................................ 92 122
Changes in current assets and liabilities (net of
assets acquired and liabilities assumed in
business combinations accounted for under the
purchase method):
Accounts receivable............................ (4,607) (7,039) 3,098 25 (91)
Inventory...................................... 370 1,884 302 (3,175) (737)
Prepaid expenses and other current assets...... (720) (284) (354) 249 234
Accounts payable............................... 4,140 1,541 (339) 4,643 4,345
Accrued liabilities............................ 202 1,942 (930) 894 2,842
------------- ------------ ------------- ------------- -----------
Net cash provided by operating activities.... 6,073 11,112 11,118 19,679 19,516
------------- ------------ ------------- ------------- -----------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received.... (37,859)
Payments of non-recurring acquisition costs........ (4,100) (397)
Additions to property and equipment................ (1,716) (5,944) (4,505) (9,450) (7,416)
Cash received on the sale of property and
equipment........................................ 2,033 269 82 2,199 1,324
Other.............................................. (440) 1,147 (2,739) (1,186)
------------- ------------ ------------- ------------- -----------
Net cash used in investing activities........ (123) (42,387) (4,423) (14,090) (7,675)
------------- ------------ ------------- ------------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt........... 1,269 65,218 82 1,178 951
Payments of long-term debt......................... (4,194) (4,710) (23,135) (16,003)
Proceeds from (payments of) short-term debt, net... (134) (24,684) (5,844) (19,414) (7,353)
Payment to terminate credit facility............... (579) (974)
Payments of dividends at Pooled Companies.......... (2,266) (3,909) (1,321) (6,141) (4,630)
Retirement of common stock......................... (477)
Capital contributed by stockholders of Pooled
Company.......................................... 100
Advances from (to) U.S. Office Products............ 24,183
Capital contributed by U.S. Office Products........ 20,064 16,449
------------- ------------ ------------- ------------- -----------
Net cash provided by (used in) financing
activities................................. (5,325) 31,436 (7,083) (4,716) (10,586)
------------- ------------ ------------- ------------- -----------
Effect of exchange rates on cash and cash
equivalents........................................ 388 (29) (3)
------------- ------------ ------------- ------------- -----------
Net increase (decrease) in cash and cash
equivalents........................................ 625 549 (388) 844 1,252
Cash and cash equivalents at beginning of period..... 538 1,163 1,712 1,324 1,324
------------- ------------ ------------- ------------- -----------
Cash and cash equivalents at end of period........... $ 1,163 $ 1,712 $ 1,324 $ 2,168 $ 2,576
------------- ------------ ------------- ------------- -----------
------------- ------------ ------------- ------------- -----------
Supplemental disclosures of cash flow information:
Interest paid...................................... $ 2,349 $ 2,703 $ 794 $ 2,063 $ 616
Income taxes paid.................................. $ 437 $ 560 $ 674 $ 3,390 $ 1,211

JANUARY 24,
1998
-----------
<S> <C>

Cash flows from operating activities:
Net income......................................... $ 7,549
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense............ 4,803
Non-recurring acquisition costs..................
Deferred income taxes............................
Extraordinary loss...............................
Other............................................
Changes in current assets and liabilities (net of
assets acquired and liabilities assumed in
business combinations accounted for under the
purchase method):
Accounts receivable............................ (2,863)
Inventory...................................... (2,830)
Prepaid expenses and other current assets...... 703
Accounts payable............................... (3,875)
Accrued liabilities............................ 2,517
-----------
Net cash provided by operating activities.... 6,004
-----------
Cash flows from investing activities:
Cash paid in acquisitions, net of cash received.... 114
Payments of non-recurring acquisition costs........ (906)
Additions to property and equipment................ (3,383)
Cash received on the sale of property and
equipment........................................ 141
Other..............................................
-----------
Net cash used in investing activities........ (4,034)
-----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt........... 1,771
Payments of long-term debt......................... (2,307)
Proceeds from (payments of) short-term debt, net... 1,257
Payment to terminate credit facility...............
Payments of dividends at Pooled Companies..........
Retirement of common stock.........................
Capital contributed by stockholders of Pooled
Company..........................................
Advances from (to) U.S. Office Products............ (4,620)
Capital contributed by U.S. Office Products........
-----------
Net cash provided by (used in) financing
activities................................. (3,899)
-----------
Effect of exchange rates on cash and cash
equivalents........................................ 9
-----------
Net increase (decrease) in cash and cash
equivalents........................................ (1,920)
Cash and cash equivalents at beginning of period..... 2,168
-----------
Cash and cash equivalents at end of period........... $ 248
-----------
-----------
Supplemental disclosures of cash flow information:
Interest paid...................................... $ 535
Income taxes paid.................................. $ 3,468
</TABLE>

F-10
<PAGE>
WORKFLOW MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

(IN THOUSANDS)

The Company issued common stock and cash in connection with certain business
combinations accounted for under the purchase method in the year ended December
31, 1995 and for the nine months ended January 24, 1998. The fair values of the
assets and liabilities of the acquired companies at the dates of the
acquisitions are presented as follows:

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
------------
DECEMBER 31,
1995
------------ FOR THE NINE
MONTHS ENDED
---------------
JANUARY 24,
1998
---------------
(UNAUDITED)
<S> <C> <C>
Accounts receivable.................................................................... $ 19,106 $ 1,109
Inventories............................................................................ 17,436 41
Prepaid expenses and other current assets.............................................. 578 26
Property and equipment................................................................. 21,466 84
Intangible assets...................................................................... 1,445
Other assets........................................................................... 4,499
Accounts payable....................................................................... (9,651) (332)
Accrued liabilities.................................................................... (3,700) (365)
Long-term debt......................................................................... (10)
Other long-term liabilities and minority interest...................................... (4,424)
------------ ------
Net assets acquired.............................................................. $ 45,310 $ 1,998
------------ ------
------------ ------
The acquisitions were funded as follows:
Common stock........................................................................... $ 7,451 $ 2,112
Cash paid, net of cash received........................................................ 37,859 (114)
------------ ------
Total.............................................................................. $ 45,310 $ 1,998
------------ ------
------------ ------
</TABLE>

Noncash transactions:

During the year ended December 31, 1995 and the four months ended April 30,
1996, the Company forgave receivables from an employee of $509 and $382,
respectively.

See accompanying notes to consolidated financial statements.

F-11
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS)

NOTE 1--BACKGROUND

Workflow Management, Inc. (the "Company") is a Delaware corporation which is
a wholly-owned subsidiary of U.S. Office Products Company ("U.S. Office
Products"). On January 13, 1998, U.S. Office Products announced its intention to
spin-off its Print Management Division as an independent publicly owned company.
This transaction is expected to be effected through the distribution of shares
of the Company to U.S. Office Products shareholders effective on or about June
9, 1998 (the "Distribution"). Prior to the Distribution, U.S. Office Products
plans to contribute its equity interests in certain wholly-owned subsidiaries
associated with U.S. Office Products' Print Management Division to the Company.
U.S. Office Products and the Company will enter into a number of agreements to
facilitate the Distribution and the transition of the Company to an independent
business enterprise. On March 6, 1998, the Company filed an initial public
offering ("IPO") registration statement for the issuance of 2.5 million shares
of the Company's common stock (plus 375,000 shares to cover over-allotments),
which is expected to close prior to or concurrent with the Distribution.

The Print Management Division was created by U.S. Office Products in January
1997 and completed seven business combinations accounted for under the
pooling-of-interests method during the period from January 1997 to April 1997
(the "Pooled Companies"). As a result of these business combinations being
accounted for under the pooling-of-interests method, the results of the Company
prior to the completion of such business combinations represent the combined
results of the Pooled Companies operating as separate autonomous entities.

NOTE 2--BASIS OF PRESENTATION

The consolidated financial statements reflect the assets, liabilities,
divisional equity, revenues and expenses that were directly related to the
Company as it was operated within U.S. Office Products. In cases involving
assets and liabilities not specifically identifiable to any particular business
of U.S. Office Products, only those assets and liabilities expected to be
transferred to the Company prior to the Distribution were included in the
Company's separate consolidated balance sheet. With the exception of interest
expense, the Company's statement of income includes all of the related costs of
doing business including an allocation of certain general corporate expenses of
U.S. Office Products which were not directly related to these businesses
including certain corporate executives' salaries, accounting and legal fees,
departmental costs for accounting, finance, legal, purchasing, marketing, human
resources as well as other general overhead costs. These allocations were based
on a variety of factors, dependent upon the nature of the costs being allocated,
including revenues, number and size of acquisitions and number of employees.
Management believes these allocations were made on a reasonable basis.

U.S. Office Products uses a centralized approach to cash management and the
financing of its operations. As a result, minimal amounts of cash and cash
equivalents and an agreed upon amount of debt will be allocated to the Company
at the time of the Distribution. The consolidated statement of income includes
an allocation of interest expense on all debt allocated to the Company. See Note
7 for further discussion of interest expense.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

F-12
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

CHANGE IN FISCAL YEAR

Prior to their respective dates of acquisition by U.S. Office Products, the
Pooled Companies reported results on years ending on December 31. Upon
acquisition by U.S. Office Products and effective for the fiscal year ended
April 26, 1997 ("fiscal 1997"), the Pooled Companies changed their year-ends
from December 31 to conform to U.S. Office Products' fiscal year, which ends on
the last Saturday in April. A four month fiscal transition period from January
1, 1996 through April 30, 1996 has been presented for the Company to conform its
fiscal year-end.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions and
accounts are eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
Receivables arising from sales to customers are not collateralized and, as a
result, management continually monitors the financial condition of its customers
to reduce the risk of loss.

INVENTORIES

Inventories are stated at the lower of cost or market with cost determined
on a first-in, first-out (FIFO) basis and consist primarily of products held for
sale.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost. Additions and improvements are
capitalized. Maintenance and repairs are expensed as incurred. Depreciation of
property and equipment is calculated using the straight-line method over the
estimated useful lives of the respective assets. The estimated useful lives
range from 25 to 40 years for buildings and its components and 3 to 15 years for
furniture, fixtures and equipment. Property and equipment leased under capital
leases is being amortized over the lesser of its useful life or its lease terms.

NOTES RECEIVABLE FROM EMPLOYEES

The Company has outsanding promissory notes receivable due from two
employees which earn interest at a rate of approximately 7% per annum. The
promissory notes receivable are due in two equal

F-13
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
installments with the first payment, including accrued interest, due on June 30,
1998 and the final payment, including all outstanding principal and remaining
interest, due on June 30, 1999.

INTANGIBLE ASSETS

Intangible assets consist primarily of goodwill, which represents the excess
of cost over the fair value of assets acquired in business combinations
accounted for under the purchase method, and non-compete agreements.
Substantially all goodwill is amortized on a straight line basis over an
estimated useful life of 40 years. Management periodically evaluates the
recoverability of goodwill, which would be adjusted for a permanent decline in
value, if any, by comparing anticipated undiscounted future cash flows from
operations to net book value. Intangible assets associated with non-compete
agreements are being amortized using the straight-line method over the estimated
useful lives of the agreements which are generally one to five years. Other
intangibles primarily consist of customer lists which are amortized over the
estimated useful lives of the agreements which are generally one to five years.

TRANSLATION OF FOREIGN CURRENCIES

Balance sheet accounts of foreign subsidiaries are translated using the
year-end exchange rate, and statement of income accounts are translated using
the average exchange rate for the year. Translation adjustments are recorded as
a separate component of stockholder's equity.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, accounts receivable and accounts payable approximate fair
value.

INCOME TAXES

As a division of U.S. Office Products, the Company does not file separate
federal income tax returns but rather is included in the federal income tax
returns filed by U.S. Office Products and its subsidiaries from the respective
dates that the entities within the Company were acquired by U.S. Office
Products. For purposes of the consolidated financial statements, the Company's
allocated share of U.S. Office Products' income tax provision was based on the
"separate return" method. Certain companies acquired in pooling-of-interests
transactions elected to be taxed as subchapter S corporations, and accordingly,
no federal income taxes were recorded by those companies for periods prior to
their acquisition by U.S. Office Products.

TAXES ON UNDISTRIBUTED EARNINGS

No provision is made for U.S. income taxes on earnings of the Company's
Canadian subsidiary company which the Company controls but does not include in
the consolidated federal income tax return since it is management's practice and
intent to permanently reinvest the earnings of this subsidiary.

REVENUE RECOGNITION

Revenue is recognized upon the delivery of products or upon the completion
of services provided to customers as no additional obligations to the customers
exist. Returns of the Company's product are considered immaterial.

F-14
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
COST OF REVENUES

Vendor rebates are recognized on an accrual basis in the period earned and
are recorded as a reduction to cost of revenues. Delivery and occupancy costs
are included in cost of revenues.

ADVERTISING COSTS

The Company expenses advertising costs when the advertisement occurs.
Advertising costs are included in the consolidated statement of income as a
component of selling, general and administrative expenses. Advertising expense
for the years ended December 31, 1994 and 1995 and the fiscal year ended April
26, 1997 was $284, $551 and $1,410, respectively.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to operations in the year
incurred. Research and development costs are included in the consolidated
statement of income as a component of selling, general and administrative
expenses.

INTERNALLY DEVELOPED SOFTWARE

Internal costs related to internally developed software such as internal
salaries and supplies are expensed as incurred as a component of selling,
general and administrative expenses. External costs related to internally
developed software such as outside programmers and consultants are capitalized
and expensed over the expected useful life of the software, normally three to
five years.

NON-RECURRING ACQUISITION COSTS

Non-recurring acquisition costs represent acquisition costs incurred by the
Company in business combinations accounted for under the pooling-of-interests
method. These costs include accounting, legal, and investment banking fees, real
estate and environmental assessments and appraisals and various regulatory fees.
Generally accepted accounting principles require the Company to expense all
acquisition costs (both those paid by the Company and those paid by the sellers
of the acquired companies) related to business combinations accounted for under
the pooling-of-interests method.

NET INCOME PER SHARE

Net income per share is calculated in accordance with the Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which
establishes standards for computing and presenting earnings per share ("EPS").
SFAS No. 128 requires dual presentation of basic and diluted EPS on the face of
the income statement. Basic EPS excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average number of shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. The difference between the
weighted-average number of common shares used for the calculation of basic EPS
and the weighted-average number of shares of common shares used for the diluted
EPS is comprised of the dilutive effect of outstanding common stock options.
However, a portion of the Company's employee stock options outstanding during
the periods presented were not included in the computation of diluted EPS as
they were anti-dilutive.

F-15
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NEW ACCOUNTING PRONOUNCEMENT

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and display of
comprehensive income and its components (revenues, expenses, gains, and losses)
in a full set of general-purpose financial statements. SFAS No. 130 requires
that all items that are required to be recgonized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS No. 130
is effective for fiscal years beginning after December 15, 1997.
Reclassification of financial statements for earlier periods provided for
comparative purposes is required. The Company intends to adopt SFAS No. 130 in
fiscal 1999.

UNAUDITED INTERIM FINANCIAL DATA

In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation
of the financial condition of the Company as of January 24, 1998 and the results
of operations and of cash flows for the nine months ended January 25, 1997 and
January 24, 1998, as presented in the accompanying unaudited consolidated
financial data.

DISTRIBUTION RATIO

On May 14, 1998, the U.S. Office Products Board of Directors approved the
distribution ratio for the Company in connection with the Distribution. At the
date of Distribution, the Company will issue to U.S. Office Products
shareholders one share of its common stock for every five shares of U.S. Office
Products common stock held by each respective shareholder. The share data
reflected in the accompanying financial statements represents the historical
share data for U.S. Office Products for the period or as of the date indicated,
and retroactively adjusted to give effect to the one for five distribution
ratio.

NOTE 4--BUSINESS COMBINATIONS

POOLING-OF-INTERESTS METHOD

In fiscal 1997, the Company issued 10,868,509 shares of U.S. Office Products
common stock to acquire the Pooled Companies. The Pooled Companies and the
number of shares issued are as follows:

<TABLE>
<CAPTION>
NUMBER OF
COMPANY NAME SHARES ISSUED
- ------------------------------------------------------------------------------- -------------
<S> <C>
SFI Corp. ..................................................................... 2,897,060
Hano Document Printers, Inc. .................................................. 731,440
United Envelope Co., Inc.*..................................................... 2,863,634
Data Business Forms Limited.................................................... 4,376,375
-------------
Total shares issued........................................................ 10,868,509
-------------
-------------
</TABLE>

- ------------------

* Includes shares issued for the acquisitions of United Envelope Co.,
Inc.; Rex Envelope Co., Inc.; Huxley Envelope Corporation and Pocono
Envelope Corporation which were simultaneously acquired in the
aggregate.

F-16
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
The Company's consolidated financial statements give retroactive effect to
the acquisitions of the Pooled Companies for all periods presented. Prior to
being acquired by U.S. Office Products, the Pooled Companies all reported on
years ending on December 31. Upon completion of the acquisitions of the Pooled
Companies, their year-ends were changed to U.S. Office Products' year-end of the
last Saturday in April.

The following presents the separate results, in each of the periods
presented, of the Company (excluding the results of Pooled Companies prior to
the dates on which they were acquired), and the Pooled Companies up to the dates
on which they were acquired:

<TABLE>
<CAPTION>
WORKFLOW POOLED
MANAGEMENT, INC. COMPANIES COMBINED
---------------- ----------- ----------
<S> <C> <C> <C>
For the year ended December 31, 1994
Revenues............................................................. $ $ 154,193 $ 154,193
Net income........................................................... $ $ 4,675 $ 4,675
For the year ended December 31, 1995
Revenues............................................................. $ $ 309,426 $ 309,426
Net income........................................................... $ $ 6,356 $ 6,356
For the four months ended April 30, 1996
Revenues............................................................. $ $ 114,099 $ 114,099
Net income........................................................... $ $ 5,758 $ 5,758
For the year ended April 26, 1997
Revenues............................................................. $ 29,373 $ 298,008 $ 327,381
Net income (loss).................................................... $ (61) $ 5,491 $ 5,430
For the nine months ended January 25, 1997 (unaudited):
Revenues............................................................. $ $ 239,751 $ 239,751
Net income........................................................... $ $ 5,497 $ 5,497
For the nine months ended January 24, 1998 (unaudited):
Revenues............................................................. $ 257,777 $ $ 257,777
Net income........................................................... $ 7,549 $ $ 7,549
</TABLE>

PURCHASE METHOD

In 1995, one of the Pooled Companies made an acquisition accounted for under
the purchase method for an aggregate purchase price of $45,310, consisting of
$37,859 of cash and common stock with a market value of $7,451. The total assets
related to this acquisition were $63,085. No goodwill was generated in the
acquisition. The results of this acquisition have been included in the Company's
results from its date of acquisition.

During the nine months ended January 24, 1998, the Company made one
acquisition accounted for under the purchase method for an aggregate purchase
price of $1,998, consisting of 120,066 shares of common stock with a market
value of $2,112 and net of $114 of cash acquired. The total assets related to
this acquisition were $2,705, including intangible assets of $1,445. The results
of this acquisition have been included in the Company's results from its date of
acquisition.

F-17
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 4--BUSINESS COMBINATIONS (CONTINUED)
The following presents the unaudited pro forma results of operations of the
Company for the year ended December 31, 1995 and includes the Company's
consolidated financial statements, which give retroactive effect to the
acquisitions of the Pooled Companies for all periods presented, and the results
of the purchase acquisition completed in 1995 as if it had been made at the
beginning of 1995. The results presented below include certain pro forma
adjustments to reflect the amortization of intangible assets, adjustments in
executive compensation of $875 for the year ended December 31, 1995, and the
inclusion of a federal income tax provision on all earnings:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C>
Revenues................................................................... $ 319,527
Income before extraordinary items.......................................... 5,303
Net income................................................................. 4,603
</TABLE>

The unaudited pro forma results of operations are prepared for comparative
purposes only and do not necessarily reflect the results that would have
occurred had the acquisitions occurred at the beginning of 1995 or the results
which may occur in the future.

NOTE 5--PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
---------- ----------
<S> <C> <C>
Land.................................................................. $ 1,589 $ 1,022
Buildings............................................................. 3,144 4,705
Furniture and fixtures................................................ 34,207 42,394
Warehouse equipment................................................... 3,624 1,013
Equipment under capital leases........................................ 589 916
Leasehold improvements................................................ 2,167 2,933
---------- ----------
45,320 52,983
Less: Accumulated depreciation........................................ (13,673) (19,864)
---------- ----------
Net property and equipment............................................ $ 31,647 $ 33,119
---------- ----------
---------- ----------
</TABLE>

Depreciation expense for the years ended December 31, 1994 and 1995, the
four months ended April 30, 1996, and the fiscal year ended April 26, 1997 was
$1,904, $4,720, $3,174 and $5,778, respectively.

F-18
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 6--INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26, JANUARY 24,
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
(UNAUDITED)
Goodwill.................................................... $ 496 $ 496 $ 1,940
Non-compete agreements...................................... 287 322 322
Other....................................................... 304 507 506
----------- ----------- -----------
1,087 1,325 2,768
Less: Accumulated amortization.............................. (208) (412) (565)
----------- ----------- -----------
Net intangible assets................................. $ 879 $ 913 $ 2,203
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

Amortization expense for the years ended December 31, 1994 and 1995, the
four months ended April 30, 1996, fiscal year ended April 26, 1997 and the nine
months ended January 24, 1998 was $17, $74, $44, $204 and $165 (unaudited),
respectively.

NOTE 7--CREDIT FACILITIES

SHORT-TERM DEBT

Short-term debt consists of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
--------- ---------
<S> <C> <C>
Credit facilities with banks, average interest rate of 8.4% at
April 30, 1996........................................................ $ 19,201 $
Current maturities of long-term debt.................................... 4,314 3,681
--------- ---------
Total short-term debt............................................. $ 23,515 $ 3,681
--------- ---------
--------- ---------
</TABLE>

LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
--------- ---------
<S> <C> <C>
Notes payable, secured by certain assets of the Company, interest rates
ranging from 7.5% to 13.4%............................................ $ 32,037 $ 9,283
Capital lease obligations............................................... 385 432
--------- ---------
32,422 9,715
Less: Current maturities of long-term debt.............................. (4,314) (3,681)
--------- ---------
Total long-term debt.............................................. $ 28,108 $ 6,034
--------- ---------
--------- ---------
</TABLE>

F-19
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 7--CREDIT FACILITIES (CONTINUED)

MATURITIES OF LONG-TERM DEBT

Maturities on long-term debt, including capital lease obligations, are as
follows:

<TABLE>
<S> <C>
1998............................................................... $ 3,681
1999............................................................... 5,953
2000............................................................... 36
2001............................................................... 26
2002............................................................... 19
Thereafter.........................................................
---------
Total maturities of long-term debt........................... $ 9,715
---------
---------
</TABLE>

PAYABLE TO U.S. OFFICE PRODUCTS

The short-term payable to U.S. Office Products was incurred by the Company
primarily as a result of U.S. Office Products repaying short-term debt
outstanding at the businesses acquired by U.S. Office Products at or soon after
the respective dates of acquisition and through the centralized cash management
system, which involves daily advances or sweeps of cash to keep the cash balance
at or near zero on a daily basis.

The long-term payable to U.S. Office Products primarily represents payments
made by U.S. Office Products on behalf of the Company and a reasonable
allocation by U.S. Office Products of certain general corporate expenses.
Interest has been allocated to the Company based upon the Company's average
outstanding payable balance with U.S. Office Products at U.S. Office Products
average interest rate during such period. U.S. Office Products allocated $1,013
(unaudited) of interest expense to the Company during the nine months ended
January 24, 1998. There was no significant amount of intercompany debt
outstanding during prior periods and, therefore, no interest expense was
allocated to the Company by U.S. Office Products during such periods.

At the date of Distribution, U.S. Office Products has agreed to allocate
$30,000 in debt to the Company. The allocation will first include debt
outstanding with third parties and the balance will represent intercompany debt
payable to U.S. Office Products. The debt payable to U.S. Office Products will
be payable upon the completion of the Distribution. The Company is currently in
discussions with several financial institutions regarding a credit facility of
approximately $150,000 which would be used for working capital and acquisition
purposes. The Company expects that the credit facility will include customary
covenants including maintenance of financial ratios and limitations on dividend
payments.

F-20
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 8--INCOME TAXES

Domestic and foreign income before provision for income taxes and
extraordinary items consist of the following:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED FOR THE FOUR FISCAL
---------------------------- MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26,
1994 1995 1996 1997
------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Domestic.............................................. $ 5,054 $ 5,582 $ 4,599 $ 4,006
Foreign............................................... 1,441 2,510 5,912
------ ------ ------ ------
Total............................................. $ 5,054 $ 7,023 $ 7,109 $ 9,918
------ ------ ------ ------
------ ------ ------ ------
</TABLE>

The provision for income taxes consists of:

<TABLE>
<CAPTION>
FOR THE
FOR THE YEAR ENDED FOR THE FOUR FISCAL
-------------------------------- MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26,
1994 1995 1996 1997
--------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Income taxes currently payable:
Federal............................................. $ $ $ $ 196
State............................................... 379 376 460 628
Foreign............................................. (409) 891 3,526
----- --- ------ ------
379 (33) 1,351 4,350
----- --- ------ ------
Deferred income tax expense (benefit)................. (660)
----- --- ------ ------
Total provision for income taxes.................. $ 379 $ (33) $ 1,351 $ 3,690
----- --- ------ ------
----- --- ------ ------
</TABLE>

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
APRIL 30, APRIL 26,
1996 1997
--------- ---------
<S> <C> <C>
Current deferred tax assets:
Inventory.................................................................................. $ $ 145
Allowance for doubtful accounts............................................................ 497
Accrued liabilities........................................................................ 168
--------- ---------
Total current deferred tax assets........................................................ 810
--------- ---------
Long-term deferred tax liabilities:
Property and equipment..................................................................... (1,238)
Intangible assets.......................................................................... 36
Other...................................................................................... (4,704) (3,653)
--------- ---------
Total long-term deferred tax liabilities................................................. (4,704) (4,855)
--------- ---------
Net deferred tax liability............................................................... $ (4,704) $ (4,045)
--------- ---------
--------- ---------
</TABLE>

F-21
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 8--INCOME TAXES (CONTINUED)
The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE FOUR FOR THE FISCAL
-------------------------------- MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, APRIL 30, APRIL 26,
1994 1995 1996 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
U.S. federal statutory rate........................... 35.0% 35.0% 35.0% 35.0%
State income taxes, net of federal income tax
benefit............................................. 7.5 5.4 6.5 6.8
Subchapter S corporation income not subject to
corporate level taxation............................ (35.0) (27.7) (22.6) (24.6)
Foreign earnings not subject to U.S. taxes............ (7.3) (12.4) (21.4)
Nondeductible acquisition costs....................... 11.8
Foreign taxes......................................... 12.5 25.6
Other................................................. (5.9) 4.0
----- ----- ----- -----
Effective income tax rate............................. 7.5% (0.5)% 19.0% 37.2%
----- ----- ----- -----
----- ----- ----- -----
</TABLE>

Certain Pooled Companies were organized as subchapter S corporations prior
to the closing of their acquisitions by the Company and, as a result, the
federal tax on their income was the responsibility of their individual
stockholders. Accordingly, the specific Pooled Companies provided no federal
income tax expense prior to these acquisitions by the Company.

The following unaudited pro forma income tax information is presented in
accordance with SFAS 109 as if the specific Pooled Companies had been subject to
federal income taxes for the fiscal year ended April 26, 1997.

<TABLE>
<CAPTION>
FOR THE
FISCAL
YEAR ENDED
APRIL 26,
1997
-------------
<S> <C>
Income before extraordinary items per consolidated statement of income............................. $ 6,228
Pro forma income tax provision adjustment.......................................................... 2,440
------
Pro forma income before extraordinary items........................................................ $ 3,788
------
------
</TABLE>

F-22
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 9--LEASE COMMITMENTS

The Company leases various types of warehouse and office facilities and
equipment, furniture and fixtures under noncancelable lease agreements which
expire at various dates. Future minimum lease payments under noncancelable
capital and operating leases are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
----------- -----------
<S> <C> <C>
1998......................................................................................... $ 216 $ 3,915
1999......................................................................................... 150 3,751
2000......................................................................................... 67 3,093
2001......................................................................................... 29 2,612
2002......................................................................................... 22 2,334
Thereafter................................................................................... 3,467
----- -----------
Total minimum lease payments................................................................. 484 $ 19,172
-----------
-----------
Less: Amounts representing interest.......................................................... (52)
-----
Present value of net minimum lease payments.................................................. $ 432
-----
-----
</TABLE>

Rent expense for all operating leases for the years ended December 31, 1994
and 1995, the four months ended April 30, 1996, and the fiscal year ended April
26, 1997 was $2,112, $6,137, $1,844, and $4,928, respectively.

NOTE 10--COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.

POSTEMPLOYMENT BENEFITS

The Company has entered into employment agreements with several employees
that would result in payments to these employees upon a change of control or
certain other events. No amounts have been accrued at April 30, 1996 or April
26, 1997 related to these agreements, as no change of control has occurred.

DISTRIBUTION

On or immediately after the Distribution, the Company expects to have a
credit facility in place. The terms of the credit facility are expected to
contain customary covenants including financial covenants. The Company plans to
use a portion of the proceeds from the credit facility to repay certain amounts
payable to U.S. Office Products.

On or before the date of the Distribution, the Company, U.S. Office Products
and the other Spin-Off Companies will enter into the Distribution Agreement, the
Tax Allocation Agreement, and the Employee Benefits Agreement, and the Spin-Off
Companies will enter into the Tax Indemnification Agreement, and

F-23
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 10--COMMITMENTS AND CONTINGENCIES (CONTINUED)
may enter into other agreements, including agreements relating to referral of
customers to one another. These agreements are expected to provide, among other
things, for U.S. Office Products and the Company to indemnify each other from
tax and other liabilities relating to their respective businesses prior to and
following the Workflow Distribution. Certain of the obligations of the Company
and the other Spin-Off Companies to indemnify U.S. Office Products are joint and
several. Therefore, if one of the other Spin-Off Companies fails to satisfy its
indemnification obligations to U.S. Office Products when such a loss occurs, the
Company may be required to reimburse U.S. Office Products for all or a portion
of the losses that otherwise would have been allocated to other Spin-Off
Companies. In addition, the agreements will allocate liabilities, including
general corporate and securities liabilities of U.S. Office Products not
specifically related to the Company's business, between U.S. Office Products and
each Spin-Off Company.

NOTE 11--EMPLOYEE BENEFIT PLANS

Effective September 1, 1996, the Company implemented the U.S. Office
Products 401(k) Retirement Plan (the "401(k) Plan") which allows employee
contributions in accordance with Section 401(k) of the Internal Revenue Code.
The Company matches a portion of employee contributions and all full-time
employees are eligible to participate in the 401(k) Plan after one year of
service.

Certain subsidiaries of the Company have, or had prior to implementation of
the 401(k) Plan, qualified defined contribution benefit plans, which allow for
voluntary pre-tax contributions by the employees. The subsidiaries paid all
general and administrative expenses of the plans and in some cases made matching
contributions on behalf of the employees. For 1994, 1995, the four months ended
April 30, 1996 and fiscal 1997, the subsidiaries incurred expenses totaling
$444, $602, $179 and $481, respectively, related to these plans.

NOTE 12--STOCKHOLDER'S EQUITY

CAPITAL CONTRIBUTION BY U.S. OFFICE PRODUCTS

During the fiscal year ended April 26, 1997, U.S. Office Products
contributed $20,064 of capital to the Company. The contribution reflects the
forgiveness of intercompany debt by U.S. Office Products, as it was agreed that
the Company would be allocated only $30,000 of debt plus the amount of any
additional debt incurred after January 12, 1998 in connection with the
acquisition of entities that will become subsidiaries of the Company.

EMPLOYEE STOCK PLANS

Prior to the Distribution, certain employees of the Company participated in
the U.S. Office Products 1994 Long-Term Incentive Plan covering employees of
U.S. Office Products. U.S. Office Products, as the sole stockholder of the
Company prior to distribution, has approved a new stock option plan for the
Company. Upon Distribution, the Company expects to replace the options to
purchase shares of common stock of U.S. Office Products held by employees with
options to purchase shares of common stock of the Company.

U.S. Office Products granted 402,290 options to Company employees under the
Plan during fiscal 1997; and the Company accounted for these options in
accordance with APB Opinion No. 25. Accordingly, because the exercise prices of
the options have equaled the market price on the date of grant, no

F-24
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 12--STOCKHOLDER'S EQUITY (CONTINUED)
compensation expense was recognized for the options granted. Had compensation
expense been recognized based upon the fair value of the stock options on the
grant date under the methodology prescribed by SFAS No. 123, "Accounting for
Stock-Based Compensation," the Company's net income and net income per share for
the year ended April 26, 1997 would not have been materially effected.

Under the Ledecky Services Agreement, the Board of Directors of U.S. Office
Products has agreed that Mr. Ledecky will receive a stock option for Company
Common Stock from the Company as of the date of the Distribution. The Board
intends the option to be compensation for Mr. Ledecky's services as a director
of the Company, and certain services as an employee of the Company. The option
will cover up to 7.5% of the outstanding Company Common Stock determined as of
the date of the Distribution, with no anti-dilution provisions in the event of
issuance of additional shares of Common Stock (other than with respect to stock
splits or reverse stock splits). The option will have a per share exercise price
equal to the IPO price.

Immediately following the effective date of the registration statements
filed in connection with the IPO and the Distribution, the Company's Board of
Directors is expected to grant an option for up to 7.5% of the outstanding
common stock to Mr. Ledecky, 7.5% to Mr. D'Agostino, approximately 10% to
certain executive officers and 15,000 shares to each non-employee director,
determined as of the Distribution Date, without regard to the IPO. The options
will be granted under the 1998 Stock Incentive Plan (the "Plan") and will have a
per share exercise price equal to the IPO price. Total options available for
grant under the Plan will be up to 30.0% of the outstanding shares of the
Company's common stock immediately following the Distribution, without regard to
the IPO, including the options to be granted to Mr. Ledecky, Mr. D'Agostino,
executive officers and non-employee directors described above.

F-25
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 13--SEGMENT REPORTING

GEOGRAPHIC SEGMENTS

The following table sets forth information as to the Company's operations in
its different geographic segments:

<TABLE>
<CAPTION>
UNITED
STATES CANADA TOTAL
---------- ---------- ----------
<S> <C> <C> <C>
For the year ended December 31, 1994:
Revenues................................................................... $ 154,193 $ $ 154,193
Operating income........................................................... 7,288 7,288
Identifiable assets at year-end............................................ 51,357 51,357

For the year ended December 31, 1995:
Revenues................................................................... $ 196,922 $ 112,504 $ 309,426
Operating income........................................................... 7,859 4,596 12,455
Identifiable assets at year-end............................................ 64,301 56,329 120,630

For the four months ended April 30, 1996:
Revenues................................................................... $ 73,047 $ 41,052 $ 114,099
Operating income........................................................... 3,435 5,181 8,616
Identifiable assets at period end.......................................... 66,255 51,694 117,949

For the fiscal year ended April 26, 1997:
Revenues................................................................... $ 205,910 $ 121,471 $ 327,381
Operating income........................................................... 7,010 8,076 15,086
Identifiable assets at year-end............................................ 72,854 52,254 125,108
</TABLE>

NOTE 14--QUARTERLY FINANCIAL DATA (UNAUDITED)

The following presents certain unaudited quarterly financial data for the
year ended December 31, 1995, the fiscal year ended April 26, 1997 and the
fiscal year ending April 25, 1998.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
Revenues.................................................. $ 65,497 $ 80,595 $ 79,815 $ 83,519 $ 309,426
Gross profit.............................................. 15,770 19,361 19,229 20,107 74,467
Operating income.......................................... 2,681 3,296 3,306 3,172 12,455
Net income................................................ 1,789 1,529 1,744 1,294 6,356
</TABLE>

F-26
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

NOTE 14--QUARTERLY FINANCIAL DATA (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED APRIL 26, 1997
------------------------------------------------------
FIRST SECOND THIRD FOURTH TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 78,071 $ 80,227 $ 81,453 $ 87,630 $ 327,381
Gross profit.............................................. 21,717 22,518 22,647 24,159 91,041
Operating income.......................................... 4,650 6,085 1,510 2,841 15,086
Net income (loss)......................................... 2,974 3,181 (658) (67) 5,430
Pro forma income (loss) before extraordinary item
(see Note 8)............................................ 1,809 1,935 (400) 444 3,788
</TABLE>

<TABLE>
<CAPTION>
FISCAL YEAR ENDING APRIL 25, 1998
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FIRST SECOND THIRD FOURTH(1) TOTAL
--------- --------- --------- ----------- ----------
Revenues................................................. $ 82,163 $ 88,884 $ 86,730 $ 257,777
Gross profit............................................. 21,895 23,314 22,086 67,295
Operating income......................................... 4,975 4,842 4,395 14,212
Net income............................................... 2,703 2,582 2,264 7,549
Pro forma income before extraordinary item (See Note
8)..................................................... 2,703 2,582 2,264 7,549
</TABLE>

- ------------------

(1) This column was intentionally left blank as the information included in the
consolidated financial statements for the fiscal year ending April 25, 1998
is currently included through January 24, 1998.

NOTE 15--SUBSEQUENT EVENTS (UNAUDITED)

On January 13, 1998, U.S. Office Products announced its intention to
complete the Distribution described in Note 1. In addition, subsequent to April
26, 1997, the Company has completed two business combinations accounted for
under the purchase method in exchange for U.S. Office Products common stock with
a market value on the date of acquisition of approximately $2,112 and cash of
$13,275. The results of operations for the nine months ended January 24, 1998
include the results of the acquired companies from their dates of acquisition.

The following presents the unaudited pro forma results of operations of the
Company for fiscal 1997 as if the Distribution and acquisitions described above
had been consummated as of the beginning of fiscal 1997. The results presented
below include certain pro forma adjustments to reflect the amortization of
intangible assets, adjustments in executive compensation of $1,058, $793 and $84
for the fiscal year ended April 26, 1997, the nine months ended January 25,
1997, and the nine months ended January 24, 1998, respectively, and the
inclusion of a federal income tax provision on all earnings:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR ------------------------
ENDED JANUARY 25, JANUARY 24,
APRIL 26, 1997 1997 1998
---------------- ----------- -----------
<S> <C> <C> <C>
Revenues............................................................. $ 342,335 $ 250,820 $ 263,960
Income before extraordinary items.................................... 7,806 6,067 7,882
</TABLE>

F-27
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholder of
Astrid Offset Corporation

In our opinion, the accompanying balance sheet and the related statements of
income, of stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Astrid Offset Corporation at July
31, 1997 and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP
Minneapolis, Minnesota
February 6, 1998

F-28
<PAGE>
ASTRID OFFSET CORPORATION

BALANCE SHEET

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
JULY 31, OCTOBER 31,
1997 1997
--------- -----------
<S> <C> <C>
(UNAUDITED)
ASSETS
Cash....................................................................................... $ 481 $ 412
Marketable securities...................................................................... 916 904
Accounts receivable........................................................................ 954 1,180
Prepaid expenses and other assets.......................................................... 74 102
Inventory.................................................................................. 241 237
--------- -----------
Total current assets................................................................. 2,666 2,835

Property and equipment, net................................................................ 1,695 1,582
Other assets............................................................................... 22
--------- -----------
Total assets......................................................................... $ 4,383 $ 4,417
--------- -----------
--------- -----------

LIABILITIES AND STOCKHOLDER'S EQUITY
Current maturities, long-term debt......................................................... $ 422 $ 271
Accounts payable........................................................................... 39 163
Accrued liabilities........................................................................ 149 56
Due to officer............................................................................. 55 58
--------- -----------
Total current liabilities............................................................ 665 548

Long-term debt............................................................................. 1,607 1,606
Deferred income taxes...................................................................... 140 145
--------- -----------
Total liabilities.................................................................... 2,412 2,299

Stockholder's equity:
Common stock, no par value, 10 shares authorized, issued and outstanding................. 14 14
Treasury stock........................................................................... (1,064) (1,064)
Retained earnings........................................................................ 3,021 3,168
--------- -----------
Total stockholder's equity........................................................... 1,971 2,118
--------- -----------
--------- -----------
Total liabilities and stockholder's equity........................................... $ 4,383 $ 4,417
--------- -----------
--------- -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-29
<PAGE>
ASTRID OFFSET CORPORATION

STATEMENT OF INCOME

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED OCTOBER 31,
JULY 31, --------------------
1997 1996 1997
----------- --------- ---------
<S> <C> <C> <C>
(UNAUDITED)
Sales............................................................................. $ 10,022 $ 2,400 $ 2,566
Cost of sales..................................................................... 5,850 1,306 1,378
----------- --------- ---------
Gross profit.................................................................... 4,172 1,094 1,188
Selling, general and administrative expenses...................................... 1,819 370 419
----------- --------- ---------
Operating income................................................................ 2,353 724 769
Other (income) expense:
Interest expense................................................................ 252 123 6
Interest income................................................................. (74) (10) (9)
Realized and unrealized (gains) losses.......................................... (257) (69) 13
----------- --------- ---------
Income before taxes on income..................................................... 2,432 680 759
Provision for city income taxes................................................... 87 11 19
----------- --------- ---------
Net income........................................................................ $ 2,345 $ 669 $ 740
----------- --------- ---------
----------- --------- ---------
Unaudited pro forma information (see Note 2):
Income before provision for income taxes........................................ $ 2,432 $ 680 $ 759
Pro forma Provision for income taxes............................................ 973 272 304
----------- --------- ---------
Pro forma net income.......................................................... $ 1,459 $ 408 $ 455
----------- --------- ---------
----------- --------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-30
<PAGE>
ASTRID OFFSET CORPORATION

STATEMENT OF STOCKHOLDER'S EQUITY

(IN THOUSANDS)

<TABLE>
<CAPTION>
TOTAL
COMMON TREASURY RETAINED STOCKHOLDER'S
STOCK STOCK EARNINGS EQUITY
--------- --------- --------- ------------
<S> <C> <C> <C> <C>
Balance, July 31, 1996............................................. $ 14 $ (1,064) $ 2,798 $ 1,748

Net income....................................................... 2,345 2,345
Distributions.................................................... (2,122) (2,122)
--------- --------- --------- ------------
Balance, July 31, 1997............................................. 14 (1,064) 3,021 1,971

Unaudited data:
Net income....................................................... 740 740
Distributions.................................................... (593) (593)
--------- --------- --------- ------------
Balance, October 31, 1997 (unaudited).............................. $ 14 $ (1,064) $ 3,168 $ 2,118
--------- --------- --------- ------------
--------- --------- --------- ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-31
<PAGE>
ASTRID OFFSET CORPORATION

STATEMENT OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED OCTOBER 31,
JULY 31, --------------------
1997 1996 1997
----------- --------- ---------
<S> <C> <C> <C>
(UNAUDITED)
Cash flows from operating activities:
Net income................................................................. $ 2,345 $ 669 $ 740
Adjustments to net income to net cash provided by (used in) operating
activities:
Depreciation and amortization............................................ 475 76 135
Unrealized/realized (gain) loss on sale of marketable trading
securities............................................................. (257) (69) 13
Deferred income taxes.................................................. 32 4 5
Changes in operating assets and liabilities:
Marketable trading securities.......................................... 4 (1) (1)
Accounts receivable.................................................... (192) (506) (226)
Prepaid and other assets............................................... (54) (42) (28)
Inventory.............................................................. (26) (116) 4
Accounts payable and accrued liabilities............................... (155) (98) 31
Due to officer......................................................... (3) 3
----------- --------- ---------
Net cash provided by (used in) operating activities.................. 2,169 (83) 676
----------- --------- ---------
Cash flow from financing activities:
Principal payments on long-term debt....................................... (525) (85) (152)
Distributions to stockholder............................................... (2,122) (391) (593)
----------- --------- ---------
Net cash used in financing activities................................ (2,647) (476) (745)
----------- --------- ---------
Net decrease in cash......................................................... (478) (559) (69)
Cash and cash equivalents, beginning of year................................. 959 959 481
----------- --------- ---------
Cash and cash equivalents, end of year....................................... $ 481 $ 400 $ 412
----------- --------- ---------
----------- --------- ---------
Supplemental disclosure of cash flow information:
Cash paid for interest..................................................... $ 74 $ 24 $ 27
Cash paid for taxes........................................................ $ 54 $ 13 $ 11
Supplemental disclosure of non-cash transaction:
Purchase of machinery and equipment for Note Payable....................... $ 1,550 $ 1,550 $
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-32
<PAGE>
ASTRID OFFSET CORPORATION

NOTES TO FINANCIAL STATEMENTS

(IN THOUSANDS)

1. BUSINESS AND ORGANIZATION

Astrid Offset Corporation (the "Company") is a manufacturer and wholesale
vendor of sheet-fed offset printing and envelopes. The Company's sales are to
trade customers primarily in the greater New York City area.

On February 2, 1998, the Company entered into a Letter of Intent with U.S.
Office Products Company ("U.S. Office Products") for the potential sale of
Astrid Offset Corporation to U.S. Office Products.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company's financial statements are prepared on the accrual basis of
accounting, whereby revenues and related assets are generally recognized when
products are completed and shipped and expenses and related liabilities are
recognized when the obligations are incurred.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less at the date of
purchase to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are depreciated using straight-line and accelerated
methods over their estimated useful lives of three to seven years.

INCOME TAXES

The Company has elected S-Corporation status as defined by the Internal
Revenue Code and states whereby the stockholder is taxed on his proportionate
share of the Company's taxable income. Therefore, no provision or liability for
federal income taxes has been included in the financial statements. The Company
is subject to New York City income tax which has been appropriately reflected in
the financial statements.

Deferred income taxes are provided in recognition of timing differences
between financial statements and tax reporting of income and expense items since
the Company files its New York City income tax returns on a cash basis.

The unaudited pro forma income tax information included in the Statement of
Operations is presented in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for

F-33
<PAGE>
ASTRID OFFSET CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes", as if the Company had been subject to federal income taxes for
the entire periods presented.

FINANCIAL INSTRUMENTS

The carrying amount of cash and cash equivalents, accounts receivable,
accounts payable, and accrued liabilities as reflected in the financial
statements approximates fair value because of the short-term maturity of these
instruments. The carrying amounts of long-term debt approximates fair value.

MARKETABLE SECURITIES

The Company's marketable securities consist of investments in certain
equities and mutual funds and are classified as trading, accordingly, any
realized or unrelated gains and losses are recorded in the period incurred.

UNAUDITED INTERIM FINANCIAL INFORMATION

The interim financial information for the three month periods ended October
31, 1996 and 1997 has been prepared from the unaudited financial records of the
Company and in the opinion of management, reflects all adjustments, consisting
only of normal recurring items, necessary for a fair presentation of the
financial position and results of operations and of cash flows for the interim
periods presented.

CONCENTRATIONS OF CREDIT RISKS

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of trade accounts receivable. Receivables are
not collateralized and accordingly, the Company performs ongoing credit
evaluations to reduce the risk of loss. At July 31, 1997, $515 of the accounts
receivable balance relates to one customer and its subsidiaries.

The Company maintains bank accounts at one financial institution. The
balances are insured by the Federal Deposit Insurance Corporation up to $100. At
July 31, 1997, the Company has no uninsured cash balances.

3. INVENTORY

Inventory consists of the following:

<TABLE>
<CAPTION>
JULY 31,
1997
-----------
<S> <C>
Raw materials........................................................................ $ 159
Work-in-process...................................................................... 82
-----
$ 241
-----
-----
</TABLE>

F-34
<PAGE>
ASTRID OFFSET CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<S> <C>
Machinery and equipment............................................. $ 4,699
Furniture and fixtures.............................................. 80
Computer equipment.................................................. 64
Leasehold improvements.............................................. 206
Delivery equipment.................................................. 31
---------
5,080
Accumulated depreciation............................................ (3,385)
---------
$ 1,695
---------
---------
</TABLE>

Depreciation expense for the year ended July 31, 1997 was $304.

5. LONG-TERM DEBT

The long-term debt consists of the following:

<TABLE>
<CAPTION>
JULY 31,
1997
---------
<S> <C>
Instrument note to Summit Leasing Corp. payable in monthly installments of $9 including interest at 7.95%
per annum. Note is collateralized by Komori Lithrone two-color press, with note maturing March
1998. ................................................................................................. $ 70
Installment note to Komar Leasing Corp. payable in monthly installments of $25 including interest at 8.9%
per annum. Note is collateralized by Komori six-color press with the note maturing July 2004........... 1,385
Installment note to Emanuel Rosenbaum payable in monthly installments of $9 including interest at 10% per
annum. The note matures October 1997. ................................................................. 26
Note payable to Emanuel Rosenbaum due September 2000 with payment of interest only at 10% until September
1997, monthly payments of $17 thereafter. Note is secured by treasury stock. .......................... 548
---------
2,029
Current maturities....................................................................................... 422
---------
$ 1,607
---------
---------
</TABLE>

F-35
<PAGE>
ASTRID OFFSET CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

5. LONG-TERM DEBT (CONTINUED)
Principal payments required under long-term debt obligations are as follows:

6. LEASE COMMITMENTS

In June 1997, the Company entered into a lease agreement for its primary
office facility. The lease terms requires annual payments of $384 (or $32
monthly) through 2007.

7. RELATED PARTY TRANSACTIONS

The Company's stockholder is the trustee for the profit sharing plan
maintained by the Company.

The Company's largest customer, United Envelope, is a subsidiary of U.S.
Office Products Company and represents $515 of the Company's July 31, 1997
accounts receivable balance.

8. TREASURY STOCK

In September 1990, the Company purchased common stock in the amount of
$1,064 from its former stockholder. The Company has a note outstanding in
connection with this treasury stock purchase.

9. EMPLOYEE BENEFIT PLAN

In April 1991, the Company established a profit sharing plan. Contributions
by the Company are discretionary and cannot exceed 15% of the total plan
compensation of all participants.

10. SUBSEQUENT EVENTS

Shareholder distributions of $595 were made during the period of November 1,
1997, through January 31, 1998.

F-36
<PAGE>
WORKFLOW MANAGEMENT, INC.

PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

The unaudited pro forma financial statements give effect to the spin-off of
Workflow Management, Inc. (the "Company"), formerly the Print Management
Division of U.S. Office Products Company ("U.S. Office Products"), through the
distribution of shares of the Company to U.S. Office Products shareholders (the
"Distribution") and probable and completed acquisitions through May 1, 1998.

The pro forma combined balance sheet gives effect to the Distribution and
the acquisition of Astrid Offest Corporation as if both transactions had
occurred as of the Company's most recent balance sheet date, January 24, 1998.
The pro forma combined statements of income for the fiscal year ended April 26,
1997 and the nine months ended January 24, 1998 and January 25, 1997 give effect
to the Distribution and the acquisitions of Astrid Offset Corporation and FMI
Graphics, Inc., an individually insignificant company, in business combinations
accounted for under the purchase method which have been completed during the
fiscal year ending April 25, 1998 (the "Fiscal 1998 Purchase Acquisitions"), as
if all such transactions had occurred on May 1, 1996.

The pro forma combined statement of income for the year ended April 26, 1997
includes the audited financial information of the Company for the year ended
April 26, 1997 and the unaudited financial information of the Fiscal 1998
Purchase Acquisitions for the period from May 1, 1996 through April 26, 1997.

The pro forma combined statement of income for the nine months ended January
24, 1998 includes the unaudited financial information of the Company and the
Fiscal 1998 Purchase Acquisitions for the nine months ended January 24, 1998.

The pro forma combined statement of income for the nine months ended January
25, 1997 includes the unaudited financial information of the Company and the
Fiscal 1998 Purchase Acquisitions for the nine months ended January 25, 1997.

The historical financial statements of the Company give retroactive effect
to the results of the seven companies acquired by the Company during the fiscal
year ended April 26, 1997 in business combinations accounted for under the
pooling-of-interests method of accounting.

The historical financial statements of the Company also reflect an allocated
portion of general and administrative costs incurred by U.S. Office Products.
The allocated costs include expenses such as: certain corporate executives'
salaries, accounting and legal fees, departmental costs for accounting, finance,
legal, purchasing, marketing and human resources, as well as other general
overhead costs. These corporate overheads have been allocated to the Company
using one of several factors, dependent on the nature of the costs being
allocated, including revenues, number and size of acquisitions and number of
employees. Interest costs have been allocated to the Company based upon the
Company's average intercompany balance with U.S. Office Products at U.S. Office
Products' weighted average interest rate during such periods.

The pro forma adjustments are based upon preliminary estimates, available
information and certain assumptions that management deems appropriate. The
unaudited pro forma combined financial data presented herein does not purport to
represent what the Company's financial position or results of operations would
have been had the transactions which are the subject of pro forma adjustments
occurred on those dates, as assumed, and are not necessarily representative of
the Company's financial position or results of operations in any future period.
The pro forma combined financial statements should be read in conjunction with
the other financial statements and notes thereto included elsewhere in this
Prospectus.

F-37
<PAGE>
WORKFLOW MANAGEMENT, INC.

PRO FORMA COMBINED BALANCE SHEET

JANUARY 24, 1998

(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET PRO FORMA PRO FORMA OFFERING PRO FORMA
MANAGEMENT, INC. CORPORATION ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
---------------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>

<CAPTION>
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents..... $ 248 $ 330 $ (578)(b) $ $ 28,725(d) $
(28,725)(d)
Accounts receivable, net...... 54,121 1,158 55,279 55,279
Inventory..................... 29,330 209 29,539 29,539
Prepaid and other current
assets...................... 1,875 87 1,962 1,962
---------------- ------------- ----------- ----------- ----------- -----------
Total current assets........ 85,574 1,784 (578) 86,780 86,780
Property and equipment, net..... 31,064 2,718 33,782 33,782
Notes receivable from
employees..................... 3,643 3,643 3,643
Intangible assets, net.......... 2,203 12,029(a) 14,232 14,232
Other assets.................... 4,621 15 4,636 4,636
---------------- ------------- ----------- ----------- ----------- -----------
Total assets................ $ 127,105 $ 4,517 $ 11,451 $ 143,073 $ $ 143,073
---------------- ------------- ----------- ----------- ----------- -----------
---------------- ------------- ----------- ----------- ----------- -----------
<CAPTION>

LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C> <C> <C> <C> <C> <C>
Current liabilities:
Short-term debt............... $ 4,939 $ 640 $ (640)(b) $ 4,939 $ $ 4,939
Short-term payable to U.S.
Office Products............. 17,658 (17,658)(b)
Accounts payable.............. 23,749 173 23,922 23,922
Accrued compensation.......... 4,004 4,004 4,004
Other accrued liabilities..... 9,854 103 9,957 9,957
---------------- ------------- ----------- ----------- ----------- -----------
Total current liabilities... 60,204 916 (18,298) 42,822 42,822

Long-term debt.................. 5,498 2,240 32,900(b) 40,638 (28,725)(d) 11,913
Long-term payable to U.S. Office
Products...................... 1,905 13,275(a)
(15,180)(b)
Deferred income taxes........... 3,507 115 3,62 3,622
Other long-term liabilities..... 12 12 12
---------------- ------------- ----------- ----------- ----------- -----------
Total liabilities........... 71,126 3,271 12,697 87,094 (28,725) 58,369
---------------- ------------- ----------- ----------- ----------- -----------
Stockholder's equity:
Common stock.................. 15(c) 15 2(d) 17
Additional paid-in-capital.... 47,711(c) 47,711 28,723(d) 76,434
Divisional equity............. 47,726 (47,726)(c)
Cumulative translation
adjustment.................. (1,365) (1,365) (1,365)
Retained earnings............. 9,618 9,618 9,618
Equity in purchased company... 1,246 (1,246)(a)
---------------- ------------- ----------- ----------- ----------- -----------
Total stockholder's
equity.................... 55,979 1,246 (1,246) 55,979 28,725 84,704
---------------- ------------- ----------- ----------- ----------- -----------
Total liabilities and
stockholder's equity...... $ 127,105 $ 4,517 $ 11,451 $ 143,073 $ $ 143,073
---------------- ------------- ----------- ----------- ----------- -----------
---------------- ------------- ----------- ----------- ----------- -----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-38
<PAGE>
WORKFLOW MANAGEMENT, INC.

PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED JANUARY 24, 1998

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET FMI PRO FORMA PRO FORMA OFFERING
MANAGEMENT, INC. CORPORATION GRAPHICS, INC. ADJUSTMENTS SUBTOTAL ADJUSTMENTS
----------------- ------------- --------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenues................... $ 257,777 $ 7,115 $ 1,914 $ (2,846)(e) $ 263,960 $
Cost of revenues........... 190,482 4,210 1,258 (2,846)(e) 193,104
-------- ------ ------ ------------- ----------- -------------
Gross profit........... 67,295 2,905 656 70,856

Selling, general and
administrative
expenses................. 52,918 1,364 499 (84)(f) 54,697
Amortization expense....... 165 233(h) 398
-------- ------ ------ ------------- ----------- -------------
Operating income....... 14,212 1,541 157 (149) 15,761
Other (income) expense:
Interest expense......... 1,665 22 2 1,046(i) 2,735 (1,724)(l)
Interest income.......... (9) (17) (2) 28(i)
Other income............. (205) (128) (333)
-------- ------ ------ ------------- ----------- -------------
Income (loss) before
provision for income
taxes.................... 12,761 1,664 157 (1,223) 13,359 1,724
Provision for income
taxes.................... 5,212 4 261(j) 5,477 707(j)
-------- ------ ------ ------------- ----------- -------------
Net income (loss).......... $ 7,549 $ 1,664 $ 153 $ (1,484) $ 7,882 $ 1,017
-------- ------ ------ ------------- ----------- -------------
-------- ------ ------ ------------- ----------- -------------
Weighted average shares
outstanding:
Basic.................. 15,301 14,760(k)
Diluted................ 15,625 14,760(k)
Net income per share:
Basic.................. $ 0.49 $ 0.53
-------- -----------
-------- -----------
Diluted................ $ 0.48 $ 0.53
-------- -----------
-------- -----------

PRO FORMA
COMBINED
-----------
<S> <C>
Revenues................... $ 263,960
Cost of revenues........... 193,104
-----------
Gross profit........... 70,856
Selling, general and
administrative
expenses................. 54,697
Amortization expense....... 398
-----------
Operating income....... 15,761
Other (income) expense:
Interest expense......... 1,011
Interest income..........
Other income............. (333)
-----------
Income (loss) before
provision for income
taxes.................... 15,083
Provision for income
taxes.................... 6,184
-----------
Net income (loss).......... $ 8,899
-----------
-----------
Weighted average shares
outstanding:
Basic.................. 17,260(m)
Diluted................ 17,260(m)
Net income per share:
Basic.................. $ 0.52
-----------
-----------
Diluted................ $ 0.52
-----------
-----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-39
<PAGE>
WORKFLOW MANAGEMENT, INC.

PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED JANUARY 25, 1997

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET FMI PRO FORMA PRO FORMA OFFERING PRO FORMA
MANAGEMENT, INC. CORPORATION GRAPHICS, INC. ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
----------------- ------------- --------------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............ $ 239,751 $ 7,056 $ 6,835 $ (2,822)(e) $ 250,820 $ $ 250,820
Cost of revenues.... 172,869 4,219 4,717 (2,822)(e) 178,983 178,983
-------- ------ ------ ----------- ----------- ------ -----------
Gross profit.... 66,882 2,837 2,118 71,837 71,837

Selling, general and
administrative
expenses.......... 51,590 1,469 2,086 (793)(f) 55,074 55,074
722(g)
Amortization
expense........... 145 253(h) 398 398
Non-recurring
acquisition
costs............. 2,902 2,902 2,902
-------- ------ ------ ----------- ----------- ------ -----------
Operating
income........ 12,245 1,368 32 (182) 13,463 13,463

Other (income)
expense:
Interest
expense......... 3,910 10 (1,185)(i) 2,735 (1,724)(l) 1,011
Interest income... (21) (27) (11) 59(i)
Other............. 610 (146) (19) 445 445
-------- ------ ------ ----------- ----------- ------ -----------
Income before
provision for
income taxes...... 7,746 1,541 52 944 10,283 1,724 12,007
Provision for income
taxes............. 2,249 1,967(j) 4,216 707(j) 4,923
-------- ------ ------ ----------- ----------- ------ -----------
Net income...... $ 5,497 $ 1,541 $ 52 $ (1,023) $ 6,067 $ 1,017 $ 7,084
-------- ------ ------ ----------- ----------- ------ -----------
-------- ------ ------ ----------- ----------- ------ -----------
Weighted average
shares
outstanding:
Basic............. 11,464 14,760(k) 17,260(m)
Diluted........... 11,710 14,760(k) 17,260(m)
Net income per
share:
Basic............. $ 0.48 $ 0.41 $ 0.41
-------- ----------- -----------
-------- ----------- -----------
Diluted........... $ 0.47 $ 0.41 $ 0.41
-------- ----------- -----------
-------- ----------- -----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-40
<PAGE>
WORKFLOW MANAGEMENT, INC.

PRO FORMA COMBINED STATEMENT OF INCOME

FOR THE FISCAL YEAR ENDED APRIL 26, 1997

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
ASTRID PRO FORMA
WORKFLOW OFFSET FMI PRO FORMA PRO FORMA OFFERING PRO FORMA
MANAGEMENT, INC. CORPORATE GRAPHICS, INC ADJUSTMENTS SUBTOTAL ADJUSTMENTS COMBINED
----------------- ----------- --------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.............. $ 327,381 $ 9,963 $ 8,976 $ (3,985)(e) $ 342,335 $ $ 342,335
Cost of revenues...... 236,340 5,934 6,186 (3,985)(e) 244,475 244,475
-------- ----------- ------ ------------- ----------- ------------- -----------
Gross profit...... 91,041 4,029 2,790 97,860 97,860

Selling, general and
administrative
expenses............ 70,753 2,035 2,779 (1,058)(f) 75,038 75,038
529(g)
Amortization expense.. 196 334(h) 530 530
Non-recurring
acquisition costs... 5,006 5,006 5,006
-------- ----------- ------ ------------- ----------- ------------- -----------
Operating income.. 15,086 1,994 11 195 17,286 17,286

Other (income)
expense:
Interest expense.... 4,561 10 (924)(i) 3,647 (2,299)(l) 1,348
Interest income..... (25) (36) (15) 76(i)
Other............... 632 (209) (15) 408 408
-------- ----------- ------ ------------- ----------- ------------- -----------
Income before
provision for income
taxes and
extraordinary
items............... 9,918 2,239 31 1,043 13,231 2,299 15,530
Provision for income
taxes............... 3,690 1,735(j) 5,425 943(j) 6,368
-------- ----------- ------ ------------- ----------- ------------- -----------
Net income (loss)..... $ 6,228 $ 2,239 $ 31 $ (692) $ 7,806 $ 1,356 $ 9,162
-------- ----------- ------ ------------- ----------- ------------- -----------
-------- ----------- ------ ------------- ----------- ------------- -----------
Weighted average
shares outstanding:
Basic............. 12,003 14,760(k) 17,260(m)
Diluted........... 12,235 14,760(k) 17,260(m)
Income before
extraordinary items
per share:
Basic............. $ 0.52 $ 0.53 $ 0.53
-------- ----------- -----------
-------- ----------- -----------
Diluted........... $ 0.51 $ 0.53 $ 0.53
-------- ----------- -----------
-------- ----------- -----------
</TABLE>

See accompanying notes to pro forma combined financial statements.

F-41
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

(UNAUDITED)
(DOLLARS AND SHARE AMOUNTS IN THOUSANDS)

1. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS

(a) Adjustment to reflect purchase price adjustments associated with the
acquisition of Astrid Offset Corporation ("Astrid"). The acquisition of Astrid
will be initially funded by U.S. Office Products, accordingly, an adjustment has
been made to increase the long-term payable to U.S. Office Products by $13,275.
The portion of the consideration assigned to goodwill ($12,029) in this
transaction, which was accounted for under the purchase method, represents the
excess of the cost over the fair market value of the net assets acquired. The
Company amortizes goodwill over a period of 40 years. The recoverability of the
unamortized goodwill will be assessed on an ongoing basis by comparing
anticipated undiscounted future cash flows from operations to net book value.

(b) Represents payment of debt of $33,478 due to U.S. Office Products
through the use of $578 of cash and $32,900 in borrowings drawn from the
Company's credit facility entered into concurrently with the Distribution as
U.S. Office Products agreed to allocate only $45,577 of the total debt payable
to U.S. Office Products by the Company ($4,939 and $40,638 in short-term and
long-term debt, respectively) at the date of the Distribution.

(c) Adjustment to reflect the reclassification of divisional equity to
common stock and additional paid-in-capital as a result of the Workflow
Distribution. The Workflow Distribution will result in the issuance of 14,760
shares of Common Stock.

(d) Adjustment to reflect $28,725 of net proceeds from the sale of 2,500
shares of Common Stock as part of the Offering (net of expenses and
unmderwriting discount) and the utilization of the proceeds to repay debt.

2. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME ADJUSTMENTS

(e) Adjustment to reflect the elimination of revenues and cost of revenues
on transactions between Astrid Offset and the Company.

(f) Adjustment to reflect reductions in executive compensation as a result
of the elimination of certain executive positions and the renegotiations of
executive compensation agreements resulting from certain acquisitions. The
Company believes that these reductions are expected to remain in place for the
foreseeable future and are not reasonably likely to affect operating
performance.

(g) Adjustment to reflect additional corporate overhead during the period
prior to the formation of the Print Management division by U.S. Office Products
as if the division had been formed on May 1, 1996.

(h) Adjustment to reflect the increase in amortization expense relating to
goodwill recorded in purchase accounting related to the Fiscal 1998 Purchase
Acquisitions for the periods prior to the respective dates of acquisition. The
Company has recorded goodwill amortization in the historical financial
statements from the respective dates of acquisition forward. The goodwill is
being amortized over an estimated life of 40 years.

(i) Adjustment to reflect the increase/reduction in interest expense.
Interest expense is being calculated on the debt outstanding at January 24, 1998
of $45,577 at a weighted average interest rate of approximately 8.0%. The
adjustment also reflects a reduction in interest income to zero as the Company
expects to use all available cash to repay debt rather than for investment
purposes. Pro forma interest expense will fluctuate $21 on an annual basis for
each 0.125% change in interest rates.

F-42
<PAGE>
WORKFLOW MANAGEMENT, INC.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)
(DOLLARS AND SHARE AMOUNTS IN THOUSANDS)

2. UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME ADJUSTMENTS (CONTINUED)

(j) Adjustment to calculate the provision for income taxes on the combined
pro forma results at an effective income tax rate of approximately 41%. The
difference between the effective tax rate of 41% and the statutory tax rate of
35% relates primarily to state income taxes and non-deductible goodwill. This
adjustment assumes that all companies were taxed at 41% regardless of how they
were taxed prior to being acquired by the Company, including those companies
that previously paid no taxes under subchapter S.

(k) The weighted average shares outstanding used to calculate pro forma
earnings per share of 14,760 is calculated based upon approximately 110,700
shares of the U.S. Office Products common stock expected to be outstanding on
the date of the Workflow Distribution divided by 7.5, which is the Distribution
Ratio. The shares of U.S. Office Products common stock expected to be
outstanding on the date of the Workflow Distribution are based upon (a)
approximately 133,800 shares currently outstanding plus (b) approximately 8,900
shares expected to be issued on conversion of U.S. Office Products convertible
debt, plus (c) approximately 5,000 shares expected to be issued on exercise of
outstanding U.S. Office Products' stock options, minus (d) approximately 37,000
shares expected to be accepted in U.S. Office Products' equity self-tender which
is part of the Strategic Restructuring Plan.

(l) Adjustment to reflect a decrease in interest expense as a result of the
utilization of the net proceeds from the Offering of $28,725 to repay debt at an
annual interest rate of 8.0%.

(m) The weighted average shares outstanding used to calculate pro forma as
adjusted earnings per share of 17,260 is based upon the 14,760 shares of common
stock issued as a result of the Workflow Distribution and 2,500 shares issued in
the Offering.

F-43
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the fees and expenses payable by the Company
in connection with the issuance and distribution of the securities in the
Workflow Distribution. All of such expenses except the Securities and Exchange
Commission registration fee are estimated:

<TABLE>
<S> <C>
SEC Registration................................................................ $ 10,243
Nasdaq Listing Fee.............................................................. $ 47,500
Legal Fees and Expenses......................................................... $ 500,000
Accounting Fees and Expenses.................................................... $ 500,000
Printing Fees and Expenses...................................................... $ 350,000
Transfer Agent and Registration Fees and Expenses............................... $ 75,000
Miscellaneous................................................................... $ 17,257
---------
Total..................................................................... $1,500,000
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Nine of the Certificate of Incorporation provides that the Company
shall indemnify its directors and officers to the fullest extent permitted by
the General Corporation Law of the State of Delaware.

Section 145 of the General Corporation Law of the State of Delaware permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

Article Eight of the Certificate of Incorporation states that directors of
Workflow Management will not be liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except for
liability: (i) for any breach of the director's duty of loyalty to the Company
or its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the General Corporation Law of the State of Delaware, which makes
directors liable for unlawful dividends or unlawful stock repurchases or
redemptions; or (iv) for any transaction from which the director derived an
improper personal benefit.

Article IV of the Bylaws provides that Workflow Management shall indemnify
its officers and directors (and those serving at the request of the Company as
an officer or director of another corporation, partnership, joint venture, trust
or other enterprise), and may indemnify its employees and agents (and

II-1
<PAGE>

those serving at the request of the Company as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred, if such officer, director, employee
or agent acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of Workflow Management, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In a derivative action, indemnification shall be limited to
expenses (including attorneys' fees) actually and reasonably incurred by such
officer, director, employee or agent in the defense or settlement of such action
or suit, and no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to Workflow
Management unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

Unless the Company Board otherwise determines in a specific case, expenses
incurred by an officer or director in defending a civil or criminal action, suit
or proceeding shall be paid by Workflow Management in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the officer or director to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Company.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

See index to exhibits.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in Palm Beach,
Florida, on June 3, 1998.

<TABLE>
<S> <C> <C>
WORKFLOW MANAGEMENT, INC.

By: /s/ THOMAS B. D'AGOSTINO
-----------------------------------------
Name: Thomas B. D'Agostino
TITLE: CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Each person named below constitutes and appoints Thomas B. D'Agostino and
Gus J. James, II as his true and lawful attorney-in-fact and agent, each acting
alone with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to the Registration Statement on Form S-1,
and to any registration statement filed under Securities and Exchange Commission
Rule 462, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

SIGNATURE CAPACITY DATE
- ------------------------------ -------------------------- -------------------

/s/ THOMAS B. D'AGOSTINO Chief Executive Officer
- ------------------------------ (Principal Executive June 3, 1998
Thomas B. D'Agostino Officer); Director

* Chief Financial Officer
- ------------------------------ (Principal Financial June 3, 1998
Steven R. Gibson and Accounting Officer)

*
- ------------------------------ Director June 3, 1998
Thomas A. Brown, Sr.

*
- ------------------------------ Director June 3, 1998
Gus J. James, II

II-3

<PAGE>

<TABLE>
<C> <S> <C>
*
- ------------------------------ Director June 3, 1998
Jonathan J. Ledecky

*
- ------------------------------ Director June 3, 1998
Timothy L. Tabor

*
- ------------------------------ Director June 3, 1998
F. Craig Wilson
</TABLE>

* Thomas B. D'Agostino

Attorney-in-Fact

II-4
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>

3.1** Certificate of Incorporation

3.2** Certificate of Amendment of Certificate of Incorporation

3.3** By-laws

4.1** Form of certificate representing shares of Common Stock

5*** Opinion of Wilmer, Cutler & Pickering as to legality of securities being offered

8*** Tax opinion of Wilmer, Cutler & Pickering

10.1** Form of Distribution Agreement among U.S. Office Products Company, Workflow Graphics, Inc., Paradigm
Concepts, Inc., TDOP, Inc. and School Specialty, Inc.

10.2* Form of Tax Allocation Agreement among U.S. Office Products Company, Workflow Graphics, Inc., Paradigm
Concepts, Inc., TDOP, Inc. and School Specialty, Inc.

10.3** Form of Tax Indemnification Agreement among Workflow Graphics, Inc., Paradigm Concepts, Inc., TDOP,
Inc. and School Specialty, Inc.

10.4** Form of Employee Benefits Agreement among U.S. Office Products Company, Workflow Graphics, Inc.,
Paradigm Concepts, Inc., TDOP, Inc. and School Specialty, Inc.

10.5** Agreement dated as of January 24, 1997 between SFI Corp. and Thomas B. D'Agostino

10.6** Agreement dated as of January 24, 1997 between Hano Document Printers, Inc. and Timothy L. Tabor

10.7** Agreement dated as of January 13, 1998 between U.S. Office Products Company and Jonathan J. Ledecky

10.8*** Form of Credit Agreement

10.9* Form of 1998 Stock Incentive Plan

10.10* Form of Executive Employment Agreement

10.11*** Form of Employment Agreement between Workflow Management, Inc. and Jonathan J. Ledecky

10.12* Employment Agreement between Workflow Management, Inc. and Steven R. Gibson

10.13* Employment Agreement between Workflow Management, Inc. and Claudia S. Amlie

10.14*** Amendment No. 1 to Agreement as of January 13, 1998 between U.S. Office Products Company and Jonathan
J. Ledecky

10.15*** Form of License between Workflow Management, Inc. and U.S. Office Products Company for Imagenet
technology

21* Subsidiaries of Registrant

23.1*** Consent of Wilmer, Cutler & Pickering contained in Exhibit 5 hereto

23.2* Consent of Price Waterhouse LLP

23.3* Consent of KPMG Peat Marwick LLP

23.4* Consent of Hertz, Herson & Company, LLP

23.5* Consent of KPMG Peat Marwick LLP
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ---------- ------------------------------------------------------------------------------------------------------
<C> <S>
23.6* Consent of Price Waterhouse LLP

23.7** Consent of Jonathan J. Ledecky to be named as a director

23.8** Consent of Timothy L. Tabor to be named as a director

23.9** Consent of Gus J. James, II to be named as a director

23.10** Consent of Thomas A. Brown, Sr. to be named as a director

23.11*** Consent of Wilmer, Cutler & Pickering contained in Exhibit 8 hereto.

24.1* Power of Attorney (included on signature page in Part II)

27** Financial data schedule

99.1** Valuation and Qualifying Accounts and Reserves
</TABLE>

- ------------------

* Filed herewith

** Previously filed

*** To be filed by amendment.

II-6

<PAGE>

Exhibit 10.2

TAX ALLOCATION AGREEMENT

THIS TAX ALLOCATION AGREEMENT, dated as of June __, 1998
("Agreement"), among U.S. Office Products Company, a Delaware corporation
("USOP"), Workflow Management, Inc., a Delaware corporation ("Workflow
Management"), School Specialty, Inc., a Delaware corporation ("School
Specialty"), Aztec Technology Partners, Inc., a Delaware corporation
("Aztec") and Navigant International, Inc., a Delaware corporation
("Navigant"). USOP, Workflow Management, School Specialty, Aztec and
Navigant are hereinafter jointly referred to as the "Companies." Workflow
Management, School Specialty, Aztec and Navigant are hereinafter jointly
referred to as the "Spin-Off Companies."

WITNESSETH

WHEREAS, USOP is the common parent of an affiliated group of
domestic corporations, including the Spin-Off Companies, which has elected to
file consolidated federal income Tax returns;

WHEREAS, USOP and the Spin-Off Companies entered into an agreement,
dated as of June __, 1998 (the "Distribution Agreement"), to, among other
things, provide for the distribution by USOP of all of the issued and
outstanding shares of common stock of the Spin-Off Companies to the holders
of record of shares of common stock of USOP (other than shares held in the
treasury of USOP); divest USOP of all businesses, operations and liabilities
relating to the businesses to be conducted by the Spin-Off Companies after
the Distributions; and allocate and assign responsibility for certain
liabilities among USOP, the Spin-Off Companies and their respective
Subsidiaries;

WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause
certain Workflow Subsidiaries to be merged into Workflow Management or into a
Workflow Subsidiary; (ii) USOP will contribute to Workflow Management (x) all
its right, title and interest in and to all the shares of capital stock (or
other ownership interests) that it owns, directly or indirectly, of the
Workflow Subsidiaries other than shares of stock (or other ownership
interests) of the Workflow Subsidiaries that are already owned, directly or
indirectly, by Workflow Management or that are to be merged into Workflow
Management or into a Workflow Subsidiary and (y) certain other assets; and
(iii) Workflow Management will assume certain liabilities so that the
Workflow Group is consolidated under Workflow Management prior to the
Workflow Distribution (such mergers, contributions and assumptions of
liabilities, the "Workflow Contribution");

<PAGE>

WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause
certain School Specialty Subsidiaries to be merged into School Specialty or
into a School Specialty Subsidiary; (ii) USOP will contribute to School
Specialty (x) all its right, title and interest in and to all the shares of
capital stock (or other ownership interests) that it owns, directly or
indirectly, of the School Specialty Subsidiaries other than shares of stock
(or other ownership interests) of the School Specialty Subsidiaries that are
already owned, directly or indirectly, by School Specialty or that are to be
merged into School Specialty or into a School Specialty Subsidiary and (y)
certain other assets and (iii) School Specialty will assume certain
liabilities so that the School Specialty Group is consolidated under School
Specialty prior to the School Specialty Distribution defined herein (such
mergers, contributions and assumptions of liabilities, the "School Specialty
Contribution");

WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause
certain Aztec Subsidiaries to be merged into Aztec or into an Aztec
Subsidiary; (ii) USOP will contribute to Aztec (x) all its right, title and
interest in and to all the shares of capital stock (or other ownership
interests) that it owns, directly or indirectly, of the Aztec Subsidiaries
other than shares of stock (or other ownership interests) of the Aztec
Subsidiaries that are already owned, directly or indirectly, by Aztec or that
are to be merged into Aztec or into an Aztec Subsidiary and (y) certain other
assets; and (iii) Aztec will assume certain liabilities so that the
Technology Group is consolidated under Aztec prior to the Technology
Distribution defined herein (such mergers, contributions and assumptions of
liabilities, the "Technology Contribution");

WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause
certain Navigant Subsidiaries to be merged into a Navigant Subsidiary; (ii)
USOP will contribute to Navigant (x) all its right, title and interest in and
to all the shares of capital stock (or other ownership interests) that it
owns, directly or indirectly, of the Navigant Subsidiaries other than shares
of stock (or other ownership interests) of the Navigant Subsidiaries that are
already owned, directly or indirectly, by Navigant or that are to be merged
into Navigant or into a Navigant Subsidiary and (y) certain other assets; and
(iii) Navigant will assume certain liabilities so that the Travel Group is
consolidated under Navigant prior to the Travel Distribution defined herein
(such mergers, contributions and assumptions of liabilities, the "Travel
Contribution");

WHEREAS, pursuant to the Distribution Agreement, USOP will
distribute all the shares of stock that it owns in each of Workflow
Management (the "Workflow Distribution"), School Specialty (the "School
Specialty Distribution"), Aztec (the "Technology Distribution") and Navigant
(the "Travel Distribution") to its shareholders (collectively, the
"Distributions") and, as a result of the Distributions, the Spin-Off
Companies and their Subsidiaries will not be included in the consolidated
federal income Tax return of USOP for the portion of the year following the
Distributions or in future years; and

<PAGE>

WHEREAS, the Companies desire to allocate the Tax burdens and
benefits of transactions which occurred on or prior to the Distribution Date,
and to provide for certain other Tax matters, including the assignment of
responsibility for the preparation and filing of Tax returns and the
prosecution and defense of any Tax controversies;

NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the Companies (each on its own behalf and on behalf of each of its
Subsidiaries) hereby agree as follows:

SECTION 1
Definitions

As used in this Agreement, the following terms shall have the following
meaning:

"Adverse Tax Act" shall mean, for any Person, (i) any action or
actions of such Person, or any omission or omissions by such Person of an
action or actions reasonably available to it, after the Distribution Date, or
(ii) a knowing or willful inaccuracy or inaccuracies of any representation
made by any Company by or on behalf of any member of such Company's Group to
USOP's outside tax counsel in connection with such firm's rendering an
opinion to the Companies as to certain Tax aspects of the Contributions and
Distributions as of the Distribution Date, if such action(s) or
inaccuracy(ies) materially contribute to a Final Determination that any of
the Contributions or Distributions results in the recognition of gain to USOP
by virtue of any of the Contributions or Distributions failing to qualify
under sections 355 or 368 of the Code, including without limitation, by
reason of any stock or securities of any of the Spin-Off Companies failing to
qualify as "qualified property" within the meaning of section 355(c)(2) of
the Code, or otherwise.

"Agreement" shall mean this Tax Allocation Agreement.

"Allocable Federal Income Tax Liability" shall mean, for any Group,
the Separate Consolidated Federal Income Tax Liability of such Group, as
adjusted to reflect (i) any AMT (but only if there is a consolidated AMT),
(ii) any Taxes for which USOP is obligated to indemnify such Groups pursuant
to Section 10(b) of this Agreement, and (iii) any Taxes for which such
Group's Spin-Off Company is obligated to indemnify USOP pursuant to Section
3(d) of this Agreement.

"AMT" shall mean the alternative minimum tax imposed by Section 55
of the Code.

<PAGE>

"Aztec" shall have the meaning assigned to such term in the preamble
to this Agreement.

"Aztec Subsidiary" shall mean those entities that immediately after
the completion of the Distributions will be Subsidiaries of Aztec.

"Closing Date" shall have the meaning assigned to such term in the
Investment Agreement.

"Companies" shall have the meaning assigned to such term in the
preamble to this Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended, or
any successor statute.

"Consolidated Returns" shall mean (i) the consolidated U.S. federal
income Tax return of USOP for the period ending on April 25, 1998 and (ii)
the consolidated U.S. federal income Tax return of USOP for the period
commencing on April 26, 1998 and including the Spin-Off Company Groups
through and including the Distribution Date and including the USOP Group
through and including April 24, 1999.

"Contributions" shall have the meaning assigned to such term in the
recitals to this Agreement.

"Controlled Return" shall mean (a) the Consolidated Returns, (b) any
Prior Period Consolidated Return and (c) any combined, affiliated or unitary
income Tax returns for any taxable period beginning on or prior to the
Distribution Date that includes USOP or any Retained Subsidiary.

"Distributing Tax Payor" shall have the meaning assigned to such
term in Section 10(a)(iii) of this Agreement.

"Distribution Agreement" shall have the meaning assigned to such
term in the recitals to this Agreement.

"Distribution Date" shall mean the date on which the Distributions
are effective for U.S. federal income Tax purposes.

"Distributions" shall have the meaning assigned to such term in the
recitals to this Agreement.

<PAGE>

"Final Determination" shall mean the final resolution of liability
for any Tax for any taxable period, including any related interest or
penalties, by or as a result of: (i) a final and unappealable decision,
judgment, decree or other order of a court of competent jurisdiction; (ii) a
closing agreement or accepted offer in compromise under Section 7121 or 7122
of the Code, or comparable agreement under the laws of other jurisdictions,
which resolves the entire Tax liability for such Tax for such taxable period;
(iii) any allowance of a refund or credit in respect of an overpayment of
Tax, but only after the expiration of all periods during which such refund
may be recovered (including by way of offset) by the applicable Taxing
jurisdiction; or (iv) any other final disposition, including by reason of the
expiration of the applicable statute of limitations.

"FTC" shall mean the foreign tax credit pursuant to Section 27 of
the Code.

"Group" shall mean the USOP Group, Workflow Group, School Specialty
Group, Technology Group and/or Travel Group, as the context may require.

"Investment Agreement" shall mean the Investment Agreement dated as
of January 12, 1998 by and between USOP and CDR-PC Acquisition, L.L.C., a
Delaware limited liability company, as amended by Amendment No. 1 thereto,
dated as of February 3, 1998.

"IPO" shall mean, as to any Spin-Off Company, the initial public
offering of securities to be conducted by such company, which offering is
scheduled to occur on or about the Distribution Date.

"IRS" shall mean the Internal Revenue Service of the United States.

"Losses" shall mean any and all claims, demands, liabilities,
obligations, losses, costs, expenses, fines or damages (whether absolute,
accrued, conditional or otherwise, and whether or not resulting from third
party claims), including interest and penalties with respect thereto and
out-of-pocket expenses and reasonable attorneys' and accountants' fees and
expenses incurred in the investigation or defense of any of the same or in
asserting, preserving or enforcing any rights related thereto.

"Market Capitalization" shall mean, for any entity, the market
capitalization of such entity determined on the basis of the average closing
price for the common stock of such entity for the five-day period ending on
the tenth day after the Distribution Date.

"Navigant" shall have the meaning assigned to such term in the
preamble to this Agreement.

<PAGE>

"Navigant Subsidiary" shall mean those entities that immediately
after the completion of the Distributions will be Subsidiaries of Navigant.

"Person" shall mean any individual, partnership, joint venture,
corporation, limited liability company, trust, unincorporated organization,
government or department or agency of a government.

"Prime Rate" shall mean the 'prime rate' charged by Citibank, N.A.,
New York, New York, as such rate shall be changed from time to time,
compounded daily on the basis of a year of 365/366 days and actual days
elapsed.

"Prior Period Consolidated Return" shall mean any U.S. federal
consolidated income Tax return of USOP filed, or to be filed, for taxable
periods commencing prior to April 27, 1997.

"Retained Subsidiaries" shall mean all of the Subsidiaries of USOP
other than the Spin-Off Companies and the Spin-Off Company Subsidiaries.

"Restricted Transaction" shall mean for any Spin-Off Company (i) any
issuance of capital stock (including, without limitation, in connection with
any public offering or any acquisition by such Spin-Off Company, or in
connection with any merger or consolidation of another Person into such
Spin-Off Company or any Subsidiary of such Spin-Off Company, and including
any delivery of capital stock from the treasury of such Spin-Off Company),
other than an IPO or in connection with the exercise of any employee stock
option granted on or prior to the Distribution Date; (ii) any issuance of
securities convertible into, or exercisable or exchangeable for, capital
stock of such Spin-Off Company; or (iii) any merger or consolidation or other
business combination of such Spin-Off Company into another Person or any sale
or transfer of all or substantially all of such Spin-Off Company's assets to
another Person.

"School Specialty" shall have the meaning assigned to such term in
the preamble to this Agreement.

"School Specialty Contribution" shall have the meaning assigned to
such term in the recitals to this Agreement.

"School Specialty Distribution" shall have the meaning assigned to
such term in the recitals to this Agreement.

"School Specialty Group" shall mean School Specialty and each School
Specialty Subsidiary.

<PAGE>

"School Specialty Subsidiary" shall mean those entities that
immediately after the completion of the Distributions will be Subsidiaries of
School Specialty.

"Separate Consolidated Federal Income Tax Liability" shall mean, for
any Group and any taxable year or portion thereof during which it is included
in the Consolidated Returns or any Prior Period Consolidated Return, the U.S.
federal income Tax liability which such Group would have incurred if such
Group, on a stand-alone basis, had been an affiliated group eligible to file
a consolidated return for such taxable year or any portion thereof and had
filed such a return for such period, computed without regard to AMT.

"Spin-Off Companies" shall have the meaning assigned to such term in
the preamble to this Agreement.

"Spin-Off Company Groups" shall mean the Workflow Group, the School
Specialty Group, the Technology Group and the Travel Group.

"Spin-Off Company Subsidiaries" shall mean the Workflow
Subsidiaries, the School Specialty Subsidiaries, the Aztec Subsidiaries and
the Navigant Subsidiaries.

"Subsidiary" shall mean any corporation, partnership, limited
liability company, joint venture or other entity (i) in which another Person
owns, directly or indirectly, ownership interests sufficient to elect a
majority of the Board of Directors (or Persons performing similar functions)
(irrespective of whether at the time any other class or classes of ownership
interests of such corporation, partnership, joint venture or other entity
shall or might have such voting power upon the occurrence of any contingency)
or (ii) of which another Person is a general partner or an entity performing
similar functions (e.g., a trustee or managing member).

"Tax" or "Taxes" shall mean all forms of taxation, whenever created
or imposed, and whether of the United States or elsewhere, and whether
imposed by a local, municipal, governmental, state, foreign, federal or other
body, and without limiting the generality of the foregoing, shall include
income, sales, use, ad valorem, gross receipts, license, value added,
franchise, transfer, recording, withholding, payroll, wage withholding,
employment, excise, occupation, unemployment insurance, social security,
business license, business organization stamp, environmental, premium and
property taxes, together with any related interest, penalties and additions
to any such tax, or additional amounts imposed by any Taxing Authority.

"Tax Administrator" shall mean Don Platt, the Chief Financial
Officer of USOP, or such other person as USOP shall appoint with the consent
of each of the Spin-Off Companies, which consent shall not be unreasonably
withheld or delayed.

<PAGE>

"Taxing Authority" shall mean any governmental or quasi-governmental
body, domestic or foreign, exercising any Taxing authority or Tax regulatory
authority.

"Tax Credits" shall include all credits against Tax pursuant to
Subtitle A, Chapter 1, Subchapter A, Part IV of the Code.

"Tax Item" shall mean any net operating loss, net capital loss,
deduction or credit (including, but not limited to, any FTC).

"Technology Contribution" shall have the meaning assigned to such
term in the recitals to this Agreement.

"Technology Distribution" shall have the meaning assigned to such
term in the recitals to this Agreement.

"Technology Group" shall mean Aztec and each Aztec Subsidiary.

"Travel Contribution" shall have the meaning assigned to such term
in the recitals to this Agreement.

"Travel Distribution" shall have the meaning assigned to such term
in the recitals to this Agreement.

"Travel Group" shall mean Navigant and each Navigant Subsidiary.

"USOP" shall have the meaning assigned to such term in the preamble
to this Agreement.

"USOP Group" shall mean USOP and each Retained Subsidiary.

"USOP Stock Plan" shall mean any of the 1994 Amended and Restated
Long-Term Incentive Plan, the 1996 Non-Employee Directors' Stock Plan, the
1997A Stock Option Plan for Employees of Mail Boxes Etc., the 1997B Stock
Option Plan for Employees of Mail Boxes Etc. and the 1997 Stock Option Plan
for former Non-Employee Directors of Mail Boxes Etc. (and any underlying
original or predecessor plans).

"Workflow Contribution" shall have the meaning assigned to such term
in the recitals to this Agreement.

<PAGE>

"Workflow Distribution" shall have the meaning assigned to such term
in the recitals to this Agreement.

"Workflow Group" shall mean Workflow Management and each Workflow
Subsidiary.

"Workflow Management" shall have the meaning assigned to such term
in the preamble to this Agreement.

"Workflow Subsidiary" shall mean those entities that immediately
after the completion of the Distributions will be Subsidiaries of Workflow
Management.

SECTION 2
Tax Returns to be Filed

(a) Consolidated Returns and Prior Period Consolidated Returns.

(i) Each of the Companies will join, and will cause each of
their respective Subsidiaries to join, in the Consolidated Returns to the
extent each is eligible to join in such return under the provisions of the
Code and the regulations thereunder. The Tax Administrator will cause the
Consolidated Returns to be timely prepared and filed, and will timely prepare
and file any consents and requests for extension of time within which to file
the Consolidated Returns or any related information or similar returns. The
Tax Administrator shall make the Consolidated Returns available to the Chief
Financial Officers of the Spin-Off Companies for their review prior to filing
and shall furnish them a copy of the return promptly after it is filed.

(ii) Each of the Spin-Off Companies agrees that it will cause
its respective Chief Financial Officer to furnish to the Tax Administrator on
a timely basis such information, schedules, analyses and any other items as
may be reasonably required to prepare the Consolidated Returns. Such
information, schedules, analyses and other items will be prepared in a manner
consistent with existing practice and in accordance with the work plan and
schedule to be agreed upon among the Tax Administrator and the Chief
Financial Officer of each of the Spin-Off Companies, acting reasonably, as
soon as practicable after the Distribution Date.

(iii) The Companies hereby agree to execute and deliver all
documentation reasonably required (including powers of attorney, if
requested) to enable the Tax Administrator to timely file, and to take all
actions necessary or incidental to the filing of, the Consolidated Returns
(including, without limitation, the execution of Treasury Form 1122), or

<PAGE>

any amendment of the Consolidated Returns or any Prior Period Consolidated
Return. The Tax Administrator shall decide in his sole discretion whether to
file an amended return, and no consent of any Company shall be required for
the filing of any such amended return.

(iv) Taxes with respect to the Consolidated Returns or any
Prior Period Consolidated Return shall be paid or caused to be paid by USOP,
which shall act as agent of the Spin-Off Companies and their includable
Subsidiaries in all Tax matters having to do with the Consolidated Returns or
any Prior Period Consolidated Return.

(b) Other Controlled Returns. The Tax Administrator shall cause
any other Controlled Returns and any amendment of any such Controlled Returns
to be timely prepared, filed and paid, utilizing procedures substantially
similar to those provided in Section 2(a) of this Agreement with respect to
the Consolidated Returns and Prior Period Consolidated Returns.

(c) Other Tax Returns. The Companies shall, and shall cause their
respective Subsidiaries to, timely prepare and file Tax returns for any
taxable period beginning prior to the Distribution Date (other than
Controlled Returns) in those jurisdictions in which they are required to do
so in a manner consistent with past practice. Taxes shown as payable on any
Tax return filed by one of the Companies pursuant to this Section 2(c) shall
be paid or caused to be paid by the Company responsible under this Section
2(c) for filing such return or causing such return to be filed. The Tax
Administrator shall have the right to approve any Tax returns filed pursuant
to this Section 2(c) prior to such filing if USOP could be liable for Taxes
due with respect to any such Tax returns under principles analogous to
Treasury regulation section 1.1502-6.

SECTION 3
Consolidated Returns Computations of Tax and Payments

(a) Computations of Tax and Payments for the Consolidated Return
year ending on April 25, 1998:

(i) On or before July 14, 1998, an interim Tax settlement
payment shall be made to or by USOP by or to each of the Spin-Off Companies,
as the case may be, equal to the difference between their respective Group's
Separate Consolidated Federal Income Tax Liability (as reasonably determined
by the Tax Administrator) and the net amounts previously paid with respect to
estimated Taxes by such Group for the Consolidated Return year ending on
April 25, 1998.

<PAGE>

(ii) Based on computations to be prepared by the affected
Spin-Off Company and approved by the Tax Administrator, an adjusting payment
equal to the difference between its Group's Allocable Federal Income Tax
Liability and the net amounts previously paid with respect to estimated Taxes
by such Group for the Consolidated Return year ending on April 25, 1998,
including payments pursuant to Sections 3(a)(i) of this Agreement, shall be
made to or by USOP by or to such Spin-Off Company, as the case may be, on or
before February 15, 1999 based on the Consolidated Return for the year ending
April 25, 1998 as filed.

(b) Computations of Tax and Payments for the Consolidated Return
year ending on April 24, 1999:

(i) On or before April 14, 1999, each of the Spin-Off
Companies agrees to make payments to USOP equal to the excess, if any, of its
Group's estimated Separate Consolidated Federal Income Tax Liability for the
Consolidated Return year ending on April 24, 1999 (as reasonably determined
by the Tax Administrator) over such Group's prior payments, including any
payments with respect to estimated Taxes for such Consolidated Return year,
and USOP agrees to make payments to each of the Spin-Off Companies equal to
the excess, if any, of their respective Group's prior payments with respect
to estimated Taxes for the Consolidated Return year ending on April 24, 1999
over such Group's estimated Separate Consolidated Federal Income Tax
Liability (as reasonably determined by the Tax Administrator) for the
Consolidated Return year ending on April 24, 1999.

(ii) On or before July 14, 1999, an interim Tax settlement
payment shall be made to or by USOP by or to each of the Spin-Off Companies,
as the case may be, equal to the difference between their respective Group's
Separate Consolidated Federal Income Tax Liability (as reasonably determined
by the Tax Administrator) and the net amounts previously paid with respect to
estimated Taxes by such Group for the Consolidated Return year ending on
April 24, 1999.

(iii) Based on computations to be prepared by the affected
Spin-Off Company and approved by the Tax Administrator, an adjusting payment
equal to the difference between its Group's Allocable Federal Income Tax
Liability and the net amounts previously paid by such Group with respect to
estimated Taxes for the Consolidated Return year ending on April 24, 1999,
including payments pursuant to Sections 3(b)(i) and 3(b)(ii) of this
Agreement, shall be made to or by USOP by or to such Spin-Off Company, as the
case may be, on or before February 15, 2000 based on the Consolidated Return
for the year ending April 24, 1999 as filed. Each of the Spin-Off Companies
shall increase or decrease, as the case may be, its Group's liability for
such adjusting payment by the amount of any AMT credit carryforward allocated
to its Group under the consolidated return regulations which exceeds or is
less than, as the case may be, the AMT calculated on a separate consolidated
basis.

<PAGE>

(c) Computations of Tax and Payments for Controlled Returns Other
than Consolidated Returns. Tax Payments shall be made to or by USOP by or to
each of the Spin-Off Companies, as the case may be, utilizing procedures
substantially similar to, and determining the amount payable by or to each
Group using, to the extent possible, methods substantially similar to, those
provided in Sections 3(a) and 3(b) of this Agreement with respect to any
Controlled Return other than a Consolidated Return for any period beginning
prior to the Distribution Date and ending on or after April 25, 1998.

(d) Intercompany Transactions. Each of the Spin-Off Companies
shall be liable for and shall indemnify, defend and hold USOP harmless from
and against any Losses with respect to Taxes attributable to any
"intercompany transaction" to the extent such Loss is attributable to any
"intercompany item" that such Spin-Off Company or any of its Subsidiaries is
required to take into account immediately prior to the Distributions pursuant
to Treasury Regulations section 1.1502-13.

SECTION 4
Special Rules

(a) If the Tax liability (including any interest relating thereto)
for either Consolidated Return exceeds or is less than the total of the five
Groups' Allocable Federal Income Tax Liability (including any interest
relating thereto), a payment shall be made to or by USOP by or to each of the
Spin-Off Companies equal to each of the Spin-Off Companies pro rata portion
of such excess or shortfall based on their respective Group's relative
Allocable Federal Income Tax Liability (including any interest relating
thereto) for such Consolidated Return; provided, that AMT in an amount equal
to any AMT credit carryforward from the Consolidated Returns allocated to a
Group shall be charged to and paid by such Group.

(b) A payment shall be made to or by USOP by or to each of the
Spin-Off Companies utilizing procedures substantially similar to those
provided in Sections 4(a) of this Agreement with respect to any Controlled
Return other than a Consolidated Return for any period beginning prior to the
Distribution Date and ending on or after April 25, 1998.

(c) Each of the Companies agrees that, unless it obtains consent
of the Tax Administrator, all members of its Group will waive the carryback
of any net operating loss from a Tax period beginning on or after the
Distribution Date to the Consolidated Returns or Prior Period Consolidated
Return.

<PAGE>

SECTION 5
Deductions Related to Exercise of Options

Notwithstanding anything to the contrary in Section 3 of this
Agreement, any Tax saving or other benefit attributable to any compensation
deduction arising from or in connection with the exercise by any employee of
any Company, or of any such Company's Subsidiaries (determined immediately
after the Distributions), of any option granted under any of the USOP Stock
Plans shall be apportioned to the entity whose shares were issued upon the
exercise of such option, provided that any compensation deduction arising
from or in connection with any such exercise on or prior to the Closing Date
by any employee of any Company or of any such Company's Subsidiaries
(determined immediately after the Closing Date) shall be apportioned to such
Company.

SECTION 6
Dispute Resolution

In the event of a disagreement between the Tax Administrator and any
or all of the Spin-Off Companies, all computations or recomputations of
federal or state and local income and franchise Tax liability, and all
computations or recomputations of any amount or any payment (including, but
not limited to, computations of the amount of the Tax liability, any loss or
credit or deduction, federal statutory Tax rate change for a year,
utilization of carryback items, interest, penalties, and adjustments) and all
determinations of the amount of payments or repayments, or determinations of
any other nature necessary to carry out the terms of this Agreement will be
reviewed by the national office of Ernst & Young, LLP (unless the disputing
parties unanimously agree on another accounting firm of national reputation),
with the costs of such review being shared equally by such disputing parties.
If any disagreement remains after any such review, including any
disagreement as to the construction, applicability or binding nature of this
Agreement, that disagreement shall be resolved by an arbitrator with the cost
of such arbitration being shared equally by such disputing parties; provided
that such arbitrator shall be a retired or former judge of the United States
Tax Court or such other qualified person as the relevant parties may agree to
designate; provided further, that, in the event that the relevant parties
agree to designate a qualified person (other than a retired or former judge
of the United States Tax Court), such other qualified person shall have had
substantial experience with regard to settling complex Tax disputes. The
decision of the arbitrator shall be binding on the parties.

If the procedures for resolving a dispute, controversy or claim
between the Companies or any of their respective Subsidiaries arising out of
or relating to this Agreement are not controlled by this Agreement, such
dispute, controversy or claim shall be resolved (and costs

<PAGE>

shall be apportioned) pursuant to the procedures set forth in Article IX of
the Distribution Agreement.

SECTION 7
Survival of Terms

The provisions of this Agreement shall survive the Distribution Date
and remain in full force until all periods of limitations, including any
extension or waiver periods, as well as the ten-year statute of limitations
with respect to FTC redeterminations, for the Controlled Return taxable
periods, have expired and no further carrybacks to such periods are possible
and for 30 days thereafter; provided that the provisions of this Agreement
shall remain in full force and effect with respect to any pending claim under
this Agreement until the final resolution of such claim.

SECTION 8
Parties to Cooperate

Each of the Companies shall, and shall cause their respective
Subsidiaries to, cooperate fully and to the extent reasonably requested by
any other Company in connection with the preparation and filing of any return
or the conduct of any audit, dispute, proceeding, suit or action concerning
any issues or any other matter contemplated hereunder. Such cooperation shall
include, without limitation, (i) the retention and provision on demand of
books, records, documentation or other information relating to any Tax matter
until the later of (x) the expiration of the applicable statute of limitation
(giving effect to any extension, waiver, or mitigation thereof) and (y) in
the event any claim has been made under this Agreement for which such
information is relevant, until a Final Determination with respect to such
claim, (ii) the provision of additional information with respect to, and
explanations of, Tax practices (including elections, accounting methods,
conventions and principles of taxation) and the provision of material
described in clause (i) of this Section 8; (iii) the execution of any
document that may be necessary or reasonably helpful in connection with the
filing of any Tax return by any member of one of the Groups, or in connection
with any audit, proceeding, suit or action addressed in the preceding
sentence; and (iv) the use by each of the Companies of its reasonable efforts
to obtain any documentation from a governmental authority or a third party
that may be necessary or helpful in connection with the foregoing. Each of
the Companies shall make its employees and facilities available on a mutually
convenient basis to facilitate such cooperation and shall retain as permanent
records all documentation necessary to enable it to determine any obligation
under this Agreement. The records described above will be made available to
representatives of any of the Companies within a reasonable time upon request
and may be photocopied on an as needed basis. The requesting Company shall
pay the reasonable out of pocket costs incurred by any

<PAGE>

Company, or Subsidiary thereof, in cooperating with the requesting Company
pursuant to this Section 8.

SECTION 9
Notices

Any notice, request, instruction or other communication to be given
hereunder by any party to another shall be in writing and shall be deemed to
have been duly given (i) on the date of delivery if delivered personally, or
by telefacsimile, upon confirmation of receipt, (ii) on the first business
day following the date of dispatch if delivered by Federal Express or other
nationally reputable next-day courier service with proof of delivery, or
(iii) on the fifth business day following the date of mailing if delivered by
registered or certified mail, return receipt requested, postage prepaid. All
notices hereunder shall be delivered as set forth below, or pursuant to such
other instructions as may be designated in writing by the party to receive
such notice.

(a) If to Workflow Management:

Workflow Management, Inc.
240 Royal Palm Way
Palm Beach, Florida 33480
Attention: Thomas B. D'Agostino
Telefacsimile: (561) 659-7793

(b) If to School Specialty:

School Specialty, Inc.
1000 North Bluemound Drive
Appleton, Wisconsin 54914
Attention: Daniel P. Spalding
Telefacsimile: (920) 734-6276

<PAGE>

Aztec Technology Partners, Inc.
52 Roland Street
Boston, Massachusetts 02129
Attention: James E. Claypoole
Telefacsimile: (617) 623-58888

(d) If to Navigant:

Navigant International, Inc.
84 Inverness Circle East
Englewood, Colorado 80112-5314
Attention: Edward S. Adams
Telefacsimile: (303) 706-0770

(e) If to USOP:

U.S. Office Products Company
1025 Thomas Jefferson Street, N.W., Suite 600 East
Washington, D.C. 20007-5490
Attention: Mark D. Director, Esq.
Kathleen Delaney, Esq.
Telefacsimile: (202) 339-6733

with copies to:

Clayton, Dubilier & Rice, Inc.
375 Park Avenue
Eighteenth Floor
New York, NY 10152
Attention: Donald J. Gogel
Telefacsimile: (212) 407-5200

<PAGE>

SECTION 10
Indemnification

(a) Pre-Distribution & Distribution Taxes.

(i) USOP Indemnification. USOP shall be liable for and
shall indemnify, defend and hold the Spin-Off Companies harmless from and
against any Losses with respect to Taxes that result from, or arise in
connection with, an Adverse Tax Act of USOP or any of the Retained
Subsidiaries.

(ii) Spin-Off Companies Indemnification. The Spin-Off
Companies shall be jointly and severally liable for and shall jointly and
severally indemnify, defend and hold USOP harmless from and against any
Losses with respect to Taxes that result from, or arise in connection with,
an Adverse Tax Act of any of the Spin-Off Companies or any of their
respective Subsidiaries.

(iii) Multiple Adverse Tax Acts. If any Losses with respect
to Taxes result from, or arise in connection with, (a) an Adverse Tax Act of
USOP or any of the Retained Subsidiaries and (b) an Adverse Tax Act of any or
all of the Spin-Off Companies or any of their respective Subsidiaries (each
Spin-Off Company that is responsible or whose Subsidiary is responsible for
an Adverse Tax Act a "Distributing Tax Payor"), then the Spin-Off Companies
shall be jointly and severally liable for and shall jointly and severally
indemnify, defend and hold USOP harmless from and against a percentage of
such Losses with respect to Taxes equal to the percentage determined by
dividing (x) the aggregate Market Capitalizations of the Distributing Tax
Payors by (y) the aggregate Market Capitalizations of the Distributing Tax
Payors and USOP.

(iv) No Adverse Tax Acts. If USOP incurs any Losses with
respect to Taxes resulting from the Contributions or Distributions, as a
result of the failure of the Contributions or Distributions to qualify under
Section 355 or 368 of the Code or otherwise, including, without limitation,
by reason of any stock or securities of any of the Spin-Off Companies failing
to qualify as "qualified property" within the meaning of Section 355(c)(2) of
the Code, except to the extent such Losses result from an Adverse Tax Act by
any of the Companies or any of their respective Subsidiaries, then each of
the Spin-Off Companies shall be liable for and shall indemnify, defend and
hold USOP harmless from the portion of such Losses that bears the same ratio
to the aggregate amount of such Losses as the Market Capitalization of such
Spin-Off Company bears to the aggregate Market Capitalization of all of the
Companies.

(b) Treasury Regulations Sections 1.1502-6 and 1.1502-77. USOP
shall be liable for and shall indemnify, defend and hold each of the Spin-Off
Companies harmless from

<PAGE>

and against any federal or state income or franchise Taxes for the
Consolidated Return or any Prior Period Consolidated Return for which any of
the Spin-Off Company Groups may be liable solely as a result of the operation
of Treasury Regulation Sections 1.1502-6 and 1.1502-77 or any state
counterpart statute or regulation.

SECTION 11
Tax Deficiencies and Claims

(a) Except as otherwise provided in Section 11(b), the Tax
Administrator shall control all audits, examinations and proceedings with
respect to Taxes with respect to any Controlled Returns. The Tax
Administrator shall have overall responsibility for obtaining and
coordinating all responses in connection with any such proceedings with
respect to any Controlled Returns. To the extent that any such audit affects
one of the Groups, such Group shall prepare and submit such responses in a
manner consistent with prior practice; provided, however that the Tax
Administrator shall have the right to approve all such responses prior to
their submission. Adjustments affecting solely the taxable income, gain,
loss or deductions of, or Tax Credits generated by, any Group may be agreed
upon or settled only upon approval of that Group, which approval shall not be
unreasonably withheld or delayed.

(b) Spin-Off Company Claims. Any proposed or actual income Tax
deficiencies or refund claims with respect to Controlled Returns which arise
from the business activities of one of the Spin-Off Company Groups, and do
not otherwise affect any Controlled Return or the Tax treatment of the
Contributions or Distributions, may be defended or prosecuted by such Group
at its own cost and expense and with counsel and accountants of its own
selection; provided that in an action for an income Tax deficiency such Group
shall have theretofore acknowledged in writing its liability for such Taxes,
if any. The Tax Administrator may participate in any such prosecution or
defense at USOP's cost and expense (in either event such cost or expense is
not to include the amount of any payment of any Tax claim, interest or
penalties, or of any compromise settlement or other disposition thereof).
Notwithstanding the foregoing, none of the Spin-Off Company Groups shall have
a right to an extension of the statute of limitations beyond the time
reasonably necessary to complete review at the Appeals Division of the IRS or
to any waiver of any other procedural safeguard without the prior written
consent of the Tax Administrator, which consent shall not be unreasonably
withheld. The limitation expressed in the preceding sentence applies, but is
not limited to, the filing of a petition with the United States Tax Court. If
one of the Spin-Off Groups defends or prosecutes an action, it shall keep the
Tax Administrator informed of matters relating to such defense or prosecution.

<PAGE>

(c) Cost of Advisors. In connection with the defense of any audit
of any Controlled Return, except with regard to claims described in Section
11(b) of this Agreement, the Tax Administrator may retain advisors and charge
the reasonable cost of their services to the appropriate Group or Groups.

SECTION 12
Payment of Deficiencies and Refunds

(a) The Allocable Federal Income Tax Liability and any other Tax
liability of the Spin-Off Company Groups with respect to any Controlled
Returns shall be adjusted in computations to be prepared by the relevant
Spin-Off Company Group and approved by the Tax Administrator with respect to
changes in the taxable income, loss, deduction or Tax credits of the relevant
Spin-Off Company Group:

(i) in each instance when payments are to be made to, or
refunds are received from, the relevant Taxing authority;

(ii) when no payment is to be made or refund is to be
received due to offsetting adjustments, upon filing of an amended return,
completion of an audit and an appellate review by the relevant Taxing
authority; and

(iii) to reflect the results of any Final Determination.

Each of the Spin-Off Companies agree to pay to USOP additional
amounts (plus penalties and additions to Tax, if any) equal to any increases
in the Allocable Federal Income Tax Liability (or any other Tax liability
with respect to a Controlled Return) of such Spin-Off Company's Group
resulting from any such changes, and USOP agrees to pay to each of the
Spin-Off Companies amounts equal to any decreases in the Allocable Federal
Income Tax Liability (or any other Tax liability with respect to a Controlled
Return) of each such Spin-Off Company's Group resulting from any such
changes, in each case together with any interest relating thereto. For
purposes of this Agreement, unless specifically provided otherwise, interest
shall be computed at the federal statutory rate used, pursuant to Section
6621(a) of the Code, by the IRS in computing the interest payable to or by it
on the net balance due to or from the IRS. Any interest under Section 6621(c)
of the Code shall be charged to the Group whose separate deficiency gave rise
to such interest. If the separate deficiencies of more than one Group gave
rise to such interest, then such interest shall be allocated between or among
such Groups. Penalties levied in respect of any Controlled Return shall be
charged to the Group whose separate computations gave rise to such penalty.

<PAGE>

(b) Amounts payable to or from USOP from or to any of the Spin-Off
Companies under Section 12(a) of this Agreement shall be paid upon written
request therefor approved by the Tax Administrator, together with interest
thereon from the original due date or such other date as may be appropriate
under the circumstances. Any amounts due to or from USOP from or to any of
the Spin-Off Companies under Section 12(a) of this Agreement as a result of a
payment to a Taxing authority or the receipt of a refund shall be paid within
five working days after such payment or receipt, together with appropriate
interest thereon. If no payment is to be made or refund is to be received
due to offsetting items among the various Groups, then Tax and interest
(computed at the IRS overpayment rates) shall be paid within 30 calendar days
after the completion of each of the audit and appellate review of the Tax
period in question and a Final Determination. After expiration of the five
day period (or, if applicable, 30 day period) any amounts unpaid shall bear
interest computed from the date of payment or receipt (or, if applicable,
completion or Final Determination) at the Prime Rate.

(c) No payment relating to a change in Allocable Federal Income
Tax Liability (or any other Tax liability with respect to a Controlled
Return) shall be made by or to any Group with respect to the IRS audit of any
Controlled Return until the audit has been completed with respect to all
Groups, unless such advance payment has been approved by the Tax
Administrator.

SECTION 13
Certain Post-Distribution Actions

(a) USOP.

(i) USOP shall comply with and otherwise not take any action
inconsistent with any representation or statement made, or to be made, by or
on behalf of any member of the USOP Group in connection with this Agreement
or to USOP's outside Tax counsel in connection with such firm's rendering an
opinion to the Companies as to certain Tax aspects of the Contributions and
Distributions.

(ii) Until two years after the Distribution Date, USOP will
maintain its status as a company engaged in the active conduct of a trade or
business, as defined in Section 355(b) of the Code.

(b) Workflow Management.

(i) Workflow Management shall comply with and otherwise not
take action inconsistent with each representation and statement made, or to
be made, by or on behalf

<PAGE>

of any member of the Workflow Group in connection with this Agreement or to
USOP's outside Tax counsel in connection with such firm's rendering an
opinion to the Companies as to certain Tax aspects of the Contributions and
Distributions.

(ii) Until two years after the Distribution Date, Workflow
Management will maintain its status as a company engaged in the active
conduct of a trade or business, as defined in Section 355(b) of the Code.

(i) School Specialty shall comply with and otherwise not
take action inconsistent with each representation and statement made, or to
be made, by or on behalf of any member of the School Specialty Group in
connection with this Agreement or to USOP's outside Tax counsel in connection
with such firm's rendering an opinion to the Companies as to certain Tax
aspects of the Contributions and Distributions.

(ii) Until two years after the Distribution Date, School
Specialty will maintain its status as a company engaged in the active conduct
of a trade or business, as defined in Section 355(b) of the Code.

(d) Aztec.

(i) Aztec shall comply with and otherwise not take action
inconsistent with each representation and statement made, or to be made, by
or on behalf of any member of the Technology Group in connection with this
Agreement or to USOP's outside Tax counsel in connection with such firm's
rendering an opinion to the Companies as to certain Tax aspects of the
Contributions and Distributions.

(ii) Until two years after the Distribution Date, Aztec will
maintain its status as a company engaged in the active conduct of a trade or
business, as defined in Section 355(b) of the Code.

(e) Navigant.

(i) Navigant shall comply with and otherwise not take action
inconsistent with each representation and statement made, or to be made, by
or on behalf of any member of the Travel Group in connection with this
Agreement or to USOP's outside Tax counsel in connection with such firm's
rendering an opinion to the Companies as to certain Tax aspects of the
Contributions and Distributions.

<PAGE>

(ii) Until two years after the Distribution Date, Navigant
will maintain its status as a company engaged in the active conduct of a
trade or business, as defined in Section 355(b) of the Code.

(f) During the two-year period following the Distribution Date,
none of the Spin-Off Companies shall effect, or agree to effect, any
Restricted Transaction unless and until the following conditions have been
satisfied or waived, in writing, by USOP with respect to such Restricted
Transaction:

(i) Such Company shall have given USOP at least 10 business
days' written notice prior to effecting such Restricted Transaction, which
notice shall describe the Restricted Transaction in detail reasonably
sufficient to permit analysis of the potential effect of the Restricted
Transaction on the U.S. federal income tax treatment of the Contributions and
the Distributions; provided, that such Company will not be required to
disclose the name of any other party participating in the Restricted
Transaction unless such disclosure is necessary to permit such analysis; and
provided further, that USOP will keep confidential all information relating
to the Restricted Transaction;

(ii) Such Company shall have afforded USOP and its
representatives 10 business days (which may overlap with the notice period in
Section 13(f)(i) of this Agreement) to discuss with the Spin-Off Company and
its representatives the terms of such Restricted Transaction, subject to the
provisos in Section 13(f)(i); and

(iii) At USOP's request, such Company shall have provided to
USOP, an opinion of outside counsel, reasonably satisfactory to USOP, in form
and substance reasonably satisfactory to USOP, to the effect that such
transaction will not adversely affect the U.S. federal income tax treatment
of the Contributions and/or the Distributions as transactions described in
Sections 355 and 368 of the Code.

SECTION 14
Entire Agreement and Termination of Existing Tax Allocation Agreements

This Agreement contains the entire agreement among the Companies
with respect to the subject matter hereof. Any and all existing tax
allocation agreements, written or unwritten, exclusively between any member
of the USOP Group and any member of any of the Spin-Off Company Groups other
than this Agreement shall be terminated immediately prior to the Distribution
Date. Nothing in this Section 14 shall affect any provision of the
Distribution Agreement or of this Agreement relating to Taxes.

<PAGE>

SECTION 15
Choice of Law; Successors and Assigns

This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware applicable to contracts made and
to be performed entirely within such state, without regard to the conflicts
of law principles of such state.

The provisions of this Agreement shall be binding upon, inure to the
benefit of and be enforceable by the Companies and their respective
successors and permitted assigns.

SECTION 16
Modifications

This Agreement may not be amended, supplemented or discharged except
by performance or by an instrument in writing signed by all of the Companies.

SECTION 17
Counterparts

This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.

<PAGE>

IN WITNESS WHEREOF, the Companies have duly executed this Agreement
as of the date first above written.

U.S. OFFICE PRODUCTS COMPANY

Name:
Title:

Seal

Attest:

WORKFLOW MANAGEMENT, INC.

Name:
Title:

Seal

Attest:

SCHOOL SPECIALTY, INC.

Name:
Title:

Seal

Attest:

<PAGE>

AZTEC TECHNOLOGY PARTNERS, INC.

Name:
Title:

Seal

Attest:

NAVIGANT INTERNATIONAL, INC.

Name:
Title:

Seal

Attest:

<PAGE>
Exhibit 10.9

WORKFLOW MANAGEMENT, INC.
1998 STOCK INCENTIVE PLAN

1. PURPOSE WORKFLOW MANAGEMENT, INC., a Delaware corporation (the
"Company"), wishes to recruit, reward, and retain employees
and outside directors. To further these objectives, the
Company hereby sets forth the Workflow Management, Inc. 1998
Stock Incentive Plan (the "Plan") to provide options
("Options") or direct grants of stock, which may include
stock appreciation rights, restricted stock, deferred stock
and other stock-based awards (collectively, all stock-based
awards other than Options are referred to herein as "Stock
Grants" and, Stock Grants together with the Options are
referred to as "Awards") to employees and outside directors
with respect to shares of the Company's common stock (the
"Common Stock"). The Plan is effective as of the effective
date (the "Effective Date") of the Company's registration
under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act") with respect to its initial public offering
("IPO").

2. PARTICIPANTS All employees of the Company and any Eligible Subsidiaries
(as defined in Section 16) are eligible for Options and
Stock Grants under this Plan, as are the directors of the
Company and the Eligible Subsidiaries who are not employees
("Eligible Directors"). Eligible employees and directors
become "optionees" when the Administrator grants them an
option under this Plan or "recipients" when they receive a
direct grant of Common Stock. (Optionees and recipients are
referred to collectively as "participants." The term
participant also includes, where appropriate, a person
authorized to exercise an Award in place of the original
optionee.) The Administrator may also grant Options or make
Stock Grants to certain other service providers.

Employee as such term is used in this Plan means any person
employed as a common law employee of the Company or an
Eligible Subsidiary.

3. ADMINISTRATOR The Administrator will be the Compensation Committee of the
Board of Directors of the Company (the "Compensation
Committee"), unless the Board specifies another committee.
The Board may also act under the Plan as though it were the

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1998 Stock Incentive Plan
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<PAGE>

Compensation Committee. The Board of Directors of U. S.
Office Products Company ("U.S. Office Products"), directly
or through a committee of directors, may act as
Administrator before the Common Stock of the Company is
distributed to the stockholders of U.S. Office Products
pursuant to an Agreement and Plan of Distribution to which
U.S. Office Products and the Company will be parties (the
"Distribution").

The Administrator is responsible for the general operation
and administration of the Plan and for carrying out its
provisions and has full discretion in interpreting and
administering the provisions of the Plan. Subject to the
express provisions of the Plan, the Administrator may
exercise such powers and authority of the Board as the
Administrator may find necessary or appropriate to carry out
its functions. The Administrator may delegate its functions
(other than those described in Section 4) to officers or
other employees of the Company.

The Administrator's powers will include, but not be limited
to, the power to amend, waive, or extend any provision or
limitation of any Award. The Administrator may act through
meetings of a majority of its members or by unanimous
consent.

4. GRANTING OF Subject to the terms of the Plan, the Administrator will, in
AWARDS its sole discretion, determine

the participants who receive Awards,

the terms and restrictions, if any, of such Awards,

the schedule for exercisability or nonforfeitability
(including any requirements that the participant or the
Company satisfy performance criteria),

the time and conditions for expiration of the Award,
and

the form of payment due upon exercise of the Award, if
any.

The Administrator's determinations under the Plan need not
be uniform and need not consider whether possible
participants are similarly situated.

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1998 Stock Incentive Plan
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<PAGE>

Options granted to employees may be nonqualified stock
options ("NQSOs") or "incentive stock options" ("ISOs")
within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or
the corresponding provision of any subsequently enacted tax
statute. Options granted to Eligible Directors must be
NQSOs. The Administrator will not grant ISOs unless the
stockholders have approved the Plan.

The Administrator may impose such conditions on or charge
such price for the Stock Grants as it deems appropriate.

SUBSTITUTIONS The Administrator may also grant Awards in substitution for
options or other equity interests held by individuals (i) as
a result of their employment by or services to U.S. Office
Products before the Distribution or (ii) who become
Employees of the Company or of an Eligible Subsidiary as a
result of the Company's acquiring or merging with the
individual's employer or acquiring its assets. If necessary
to conform the Awards to the interests for which they are
substitutes, the Administrator may grant substitute Awards
under terms and conditions that vary from those the Plan
otherwise requires. Awards in substitution for U.S. Office
Products' options in connection with the Distribution will
retain their pre-Distribution exercise schedule and terms
(including Change of Control provisions) and expiration
date.

5. DIRECTOR Each Eligible Director will receive an Option ("Formula
FORMULA Option") as of the Effective Date with respect to
OPTION 15,000 shares of Common Stock. Each Eligible Director
serving on the Board at each annual meeting of the Company's
shareholders (beginning with the meeting at least six months
after the Effective Date) will receive a Formula Option as
of that meeting with respect to such number of shares of
Common Stock as the Board may determine.

EXERCISE Each Formula Option will vest and become exercisable as to
SCHEDULE 100% of the covered shares on the first anniversary
of its Date of Grant (as defined below). Options will be
forfeited to the extent they are not then vested and
exercisable if a director resigns, fails to be reelected as
a director, dies or becomes disabled.

6. DATE OF GRANT The Date of Grant will be the date as of which this Plan or
the Administrator grants an Award to a participant, as
specified in the Plan or in the Administrator's minutes.

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<PAGE>

7. EXERCISE PRICE The Exercise Price is the value of the consideration that a
participant must provide in exchange for one share of Common
Stock. The Administrator will determine the Exercise Price
under

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<PAGE>

each Award and may set the Exercise Price without regard to
the Exercise Price of any other Awards granted at the same
or any other time. The Company may use the consideration it
receives from the participant for general corporate
purposes.

The Exercise Price per share for NQSOs may not be less than
100% of the Fair Market Value of a share on the Date of
Grant. If an Option is intended to be an ISO, the Exercise
Price per share may not be less than 100% of the Fair Market
Value (on the Date of Grant) of a share of Common Stock
covered by the Option; provided, however, that if the
Administrator decides to grant an ISO to someone covered by
Sections 422(b)(6) and 424(d) of the Code (more-than-10%
stock owner), the Exercise Price of the Option must be at
least 110% of the Fair Market Value (on the Date of Grant).

The Administrator may satisfy any state law requirements
regarding adequate consideration for Stock Grants by (i)
issuing Common Stock held as treasury stock or (ii) charging
the recipients at least the par value for the shares covered
by the Stock Grant. The Administrator may designate that a
recipient may satisfy (ii) either by direct payments or by
the Administrator's withholding from other payments due to
the recipient.

FAIR MARKET Fair Market Value of a share of Common Stock for purposes of
VALUE the Plan will be determined as follows:

if the Common Stock is traded on a national securities
exchange, the closing sale price on that date;

if the Common Stock is not traded on any such exchange,
the closing sale price as reported by the National
Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq") for such date;

if no such closing sale price information is available,
the average of the closing bid and asked prices as
reported by Nasdaq for such date; or

if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date.

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<PAGE>

For any date that is not a trading day, the Fair Market
Value of a share of Common Stock for such date shall be
determined by using the closing sale price or the average of
the closing bid and asked prices, as appropriate, for the
immediately preceding trading day.

The Fair Market Value will be deemed equal to the IPO price
for any Options granted as of the date on which the IPO's
underwriters price the IPO.

8. EXERCISABILITY The Administrator will determine the times and conditions
for exercise of or purchase under each Award but may not
extend the period for exercise beyond the tenth anniversary
of its Date of Grant (or five years for ISOs granted to 10%
owners covered by Code Sections 422(b)(6) and 424(d)).

Awards will become exercisable at such times and in such
manner as the Administrator determines and the Award
Agreement, if any, indicates; provided, however, that the
Administrator may, on such terms and conditions as it
determines appropriate, accelerate the time at which the
participant may exercise any portion of an Award or at which
restrictions on Stock Grants lapse. For Stock Grants,
"exercise" refers to acceptance of the Award or lapse of
restrictions, as appropriate in context.

If the Administrator does not specify otherwise, Options
will become exercisable and restrictions on Stock Grants
will lapse as to 25% of the covered shares on each of the
first through fourth anniversaries of the Date of Grant.

No portion of an Award that is unexercisable at a
participant's termination of employment will thereafter
become exercisable, unless the Award Agreement provides
otherwise, either initially or by amendment.

CHANGE OF Upon a Change of Control (as defined below), all Options
CONTROL will become fully exercisable and all restrictions on
Stock Grants will lapse. A Change of Control for this
purpose means the occurrence, after the Company's IPO, of
any one or more of the following events, unless otherwise
determined by the Administrator at or after grant of Awards,
but prior to the occurrence of such Change in Control:

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1998 Stock Incentive Plan
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<PAGE>

a) a person, entity, or group (other than the Company,
any Company subsidiary, any Company benefit plan, or
any underwriter temporarily holding securities for an
offering of such securities) acquires ownership of
more than 25% of the undiluted total voting power of
the Company's then-outstanding securities eligible to
vote to elect members of the Board ("Company Voting
Securities");

b) the individuals (A) who, as of the closing date of the
IPO, constitute the Board of Directors of the Company
(the "Original Directors") or (B) who thereafter are
elected to the Board and whose election, or nomination
for election, to the Board was approved by a vote of
at least two-thirds (2/3) of the Original Directors
then still in office (such directors becoming
"Additional Original Directors" immediately following
their election) or (C) who are elected to the Board
and whose election, or nomination for election, to the
Board was approved by a vote of at least two-thirds
(2/3) of the Original Directors and Additional
Original Directors then still in office (such
directors also becoming "Additional Original
Directors" immediately following their election) cease
for any reason to constitute a majority of the members
of the Board;

c) consummation of a merger or consolidation of the
Company into any other entity - unless the holders of
the Company Voting Securities outstanding immediately
before such consummation, together with any trustee or
other fiduciary holding securities under a Company
benefit plan, hold securities that represent
immediately after such merger or consolidation at
least 75% of the combined voting power of the then
outstanding voting securities of either the Company or
the other surviving entity or its parent; or

d) the stockholders of the Company approve (i) a plan of
complete liquidation or dissolution of the Company or
(ii) an agreement for the Company's sale or
disposition of all or substantially all the Company's
assets, (i.e., 50% or more of the total assets of the
Company) and such liquidation, dissolution, sale, or
disposition is consummated.

Even if other tests are met, a Change of Control has
not occurred under any circumstance in which the
Company files

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<PAGE>

for bankruptcy protection or is reorganized following
a bankruptcy filing.

The provisions of Section 15 of the Plan will also
apply if the Change of Control is a Substantial
Corporate Change (as defined in Section 15).

9. LIMITATION ON An Option granted to an employee will be an ISO only to the
ISOs extent that the aggregate Fair Market Value (determined
at the Date of Grant) of the stock with respect to which
ISOs are exercisable for the first time by the optionee
during any calendar year (under the Plan and all other plans
of the Company and its subsidiary corporations, within the
meaning of Code Section 422(d)), does not exceed $100,000.
This limitation will be applied by taking Options into
account in the order in which such Options were granted. If,
by design or operation, the Option exceeds this limit, the
excess will be treated as an NQSO.

10. METHOD OF To exercise any exercisable portion of an Award, the
EXERCISE participant must:

Deliver a written notice of exercise to the Secretary
of the Company (or to whomever the Administrator
designates), in a form complying with any rules the
Administrator may issue, signed by the participant,
and specifying the number of shares of Common Stock
underlying the portion of the Award the participant is
exercising;

Pay the full Exercise Price, if any, by cashier's or
certified check for the shares of Common Stock with
respect to which the Award is being exercised,
unless the Administrator consents to another form of
payment (which could include Common Stock, Stock
Grants, other Awards or other property); and

Deliver to the Administrator such representations
and documents as the Administrator, in its sole
discretion, may consider necessary or advisable.

Payment in full of the Exercise Price need not accompany the
written notice of exercise provided the notice directs that
the stock certificates for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the
Company as the agent for the

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<PAGE>

individual exercising the option and at the time the stock
certificates are delivered to the broker, the broker will
tender to the Company cash or cash equivalents acceptable to
the Company and equal to the Exercise Price.

If the Administrator agrees to payment through the tender to
the Company of shares of Common Stock, the individual must
have held the stock being tendered for at least six months
at the time of surrender. Shares of stock offered as payment
will be valued, for purposes of determining the extent to
which the participant has paid the Exercise Price, at their
Fair Market Value on the date of exercise. The Administrator
may also, in its discretion, accept attestation of ownership
of Common Stock and issue a net number of shares upon Option
exercise.

11. AWARD No one may exercise an Award more than ten years after its
EXPIRATION Date of Grant (or five years, for an ISO granted
to a more-than-10% shareholder). Unless the
Award Agreement provides otherwise, either initially or by
amendment, no one may exercise an Award after the first to
occur of:

EMPLOYMENT The 90th day after the date of termination of employment
TERMINATION (other than for death or disability), where termination of
employment means the time when the employer-employee or
other service-providing relationship between the employee
and the Company ends for any reason, including retirement.
Unless the Award Agreement provides otherwise, termination
of employment does not include instances in which the
Company immediately rehires a common law employee as an
independent contractor. The Administrator, in its sole
discretion, will determine all questions of whether
particular terminations or leaves of absence are
terminations of employment. Notwithstanding the foregoing,
if the Administrator determines that the participant's
termination of employment was for cause, all unexercised
Awards held by the participant shall immediately terminate.

DISABILITY For disability, the earlier of (i) the first anniversary of
the participant's termination of employment for disability
and (ii) thirty (30) days after the participant no longer
has a disability, where "disability" means the inability to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that
can be expected to result in death or that has lasted or can
be expected to last for a continuous period of not

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<PAGE>

less than twelve months; or

DEATH The date twelve months after the participant's death.

If exercise is permitted after termination of employment,
the Award will nevertheless expire as of the date that the
former service provider violates any covenant not to compete
in effect between the Company and the former employee. In
addition, an optionee who exercises an Option more than 90
days after termination of employment with the Company and/or
the Eligible Subsidiaries will only receive ISO treatment to
the extent permitted by law, and becoming or remaining an
employee of another related company (that is not an Eligible
Subsidiary) or an independent contractor to the Company will
not prevent loss of ISO status as a result of the formal
termination of employment.

Nothing in this Plan extends the term of an Award beyond the
tenth anniversary of its Date of Grant, nor does anything in
this Section 11 make an Award exercisable that has not
otherwise become exercisable.

12. AWARD Option Agreements will set forth the terms of each Option
AGREEMENT and will include such terms and conditions, consistent with
the Plan, as the Administrator may determine are necessary
or advisable. To the extent an Option Agreement is
inconsistent with the Plan, the Plan will govern. The Option
Agreements may contain special rules. The Administrator may,
but is not required to, issue agreements for Stock Grants.

13. STOCK SUBJECT Except as adjusted pursuant to Section 15,
TO PLAN

the aggregate number of shares of Common Stock that
may be issued under Awards may not exceed 30% of the
outstanding shares of Common Stock following the
Distribution and without regard to the IPO;
provided, however, that in no event may the
aggregate number of shares of Common Stock that may
be issued under Awards that are ISOs exceed 600,000
shares; and

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<PAGE>

the maximum number of shares that may be granted
under Awards for a single individual in a calendar
year may not exceed 1,500,000 shares. (The
individual maximum applies only to Awards first made
under this Plan and not to Awards made in
substitution of a prior employer's options or other
incentives, except as Code Section 162(m) otherwise
requires.)

The Common Stock will come from either authorized but
unissued shares or from previously issued shares that the
Company reacquires, including shares it purchases on the
open market. If any Award expires, is canceled, or
terminates for any other reason, the shares of Common Stock
available under that Award will again be available for the
granting of new Awards (but will be counted against that
calendar year's limit for a given individual).

No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.

The participant will have no rights of a stockholder with
respect to the shares of stock subject to an Award except to
the extent that the Company has issued certificates for, or
otherwise confirmed ownership of, such shares upon the
exercise of the Award.

The Company will not issue fractional shares pursuant to the
exercise of an Award, but the Administrator may, in its
discretion, direct the Company to make a cash payment in
lieu of fractional shares.

14. PERSON WHO During the participant's lifetime, only the participant or
MAY EXERCISE his duly appointed guardian or personal representative
may exercise the Awards. After his death, his personal
representative or any other person authorized under a will
or under the laws of descent and distribution may exercise
any then exercisable portion of an Award. If someone other
than the original recipient seeks to exercise any portion
of an Award, the Administrator may request such proof as it
may consider necessary or appropriate of the person's right
to exercise the Award.

15. ADJUSTMENTS Subject to any required action by the Company (which it
UPON CHANGES shall promptly take) or its stockholders, and subject to
IN CAPITAL the provisions of applicable corporate law, if, after the
STOCK Date of Grant of an Award,

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<PAGE>

the outstanding shares of Common Stock increase
or decrease or change into or are exchanged for
a different number or kind of security by reason
of any recapitalization, reclassification, stock
split, reverse stock split, combination of
shares, exchange of shares, stock dividend, or
other distribution payable in capital stock, or

some other increase or decrease in such Common
Stock occurs without the Company receiving
consideration,

the Administrator may make a proportionate and appropriate
adjustment in the number of shares of Common Stock
underlying each Award, so that the proportionate interest of
the participant immediately following such event will, to
the extent practicable, be the same as immediately before
such event. (This adjustment does not apply to Common Stock
that the optionee has already purchased nor to Stock Grants
that are already nonforfeitable, except to the extent of
similar treatment for all stockholders.) Unless the
Administrator determines another method would be
appropriate, any such adjustment to an Award will not change
the total price with respect to shares of Common Stock
underlying the unexercised portion of the Award but will
include a corresponding proportionate adjustment in the
Award's Exercise Price.

The Administrator will make a commensurate change to the
maximum number and kind of shares provided in Sections 5 and
13 of the Plan.

Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by
reason thereof will be made with respect to, the number of
shares of Common Stock subject to any Award or the Exercise
Price except as this Section 15 specifically provides. The
grant of an Award under the Plan will not affect in any way
the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital
or business structure, or to merge or to consolidate, or to
dissolve, liquidate, sell, or transfer all or any part of
its business or assets.

SUBSTANTIAL Upon a Substantial Corporate Change, the Plan and any
CORPORATE unexercised Awards will terminate unless provision is made
CHANGE in writing in connection with such transaction for

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<PAGE>

the assumption or continuation of outstanding Awards,
or

the substitution for such options or grants of any
options or grants covering the stock or securities
of a successor employer corporation, or a parent or
subsidiary of such successor, with appropriate
adjustments as to the number and kind of shares of
stock and prices, in which event the Awards will
continue in the manner and under the terms so
provided.

Unless the Board determines otherwise, if an Award would
otherwise terminate pursuant to the preceding sentence,
participants will have the right, at such time before the
consummation of the transaction causing such termination as
the Board reasonably designates, to exercise any unexercised
portions of the Award, whether or not they had previously
become exercisable. However, unless the Board determines
otherwise, the acceleration will not occur if it would
render unavailable "pooling of interest" accounting for any
reorganization, merger, or consolidation of the Company.

A Substantial Corporate Change means the

dissolution or liquidation of the Company,

merger, consolidation, or reorganization of the
Company with one or more corporations in which the
Company is not the surviving corporation,

the sale of substantially all of the assets of the
Company to another corporation, or

any transaction (including a merger or
reorganization in which the Company survives)
approved by the Board that results in any person or
entity (other than any affiliate of the Company as
defined in Rule 144(a)(1) under the Securities Act)
owning 100% of the combined voting power of all
classes of stock of the Company.

16. SUBSIDIARY Employees of Company Subsidiaries will be entitled to
EMPLOYEES participate in the Plan, except as otherwise
designated by the Board of Directors or the Committee.

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<PAGE>

Eligible Subsidiary means each of the Company's
Subsidiaries, except as the Board otherwise specifies. For
ISO grants, Subsidiary means any corporation (other than the
Company) in an unbroken chain of corporations beginning with
the Company if, at the time an ISO is granted to a
Participant under the Plan, each of the corporations (other
than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in
such chain. For ISO purposes, Subsidiary also includes a
single member limited liability company included within the
chain described in the preceding sentence. For NQSOs, the
Board or the Committee can use a different definition of
Subsidiary in its discretion.

17. LEGAL The Company will not issue any shares of Common Stock under
COMPLIANCE an Award until all applicable requirements imposed by
Federal and state securities and other laws, rules, and
regulations, and by any applicable regulatory agencies or
stock exchanges, have been fully met. To that end, the
Company may require the participant to take any reasonable
action to comply with such requirements before issuing such
shares. No provision in the Plan or action taken under it
authorizes any action that is otherwise prohibited by
Federal or state laws.

The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act of 1933 ("Securities
Act") and the Exchange Act and all regulations and rules the
Securities and Exchange Commission issues under those laws.
Notwithstanding anything in the Plan to the contrary, the
Administrator must administer the Plan, and Awards must be
granted and exercised, only in a way that conforms to such
laws, rules, and regulations. To the extent permitted by
applicable law, the Plan and any Awards will be deemed
amended to the extent necessary to conform to such laws,
rules, and regulations.

18. PURCHASE FOR Unless a registration statement under the Securities Act
INVESTMENT covers the shares of Common Stock a participant receives
AND OTHER upon exercise of his Award, the Administrator may require,
RESTRICTIONS at the time of such exercise or receipt of a grant,that
the participant agree in writing to acquire such shares
for investment and not for public resale or distribution,
unless and until the shares subject to the Award are
registered under the Securities Act. Unless the shares are

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<PAGE>

registered tinder the Securities Act, the participant must
acknowledge:

that the shares purchased on exercise of the
Award are not so registered,

that the participant may not sell or otherwise
transfer the shares unless

the shares have been registered under the
Securities Act in connection with the sale or
transfer thereof, or

counsel satisfactory to the Company has issued an
opinion satisfactory to the Company that the sale
or other transfer of such shares is exempt from
registration under the Securities Act, and

such sale or transfer complies with all other
applicable laws, rules, and regulations,
including all applicable Federal and state
securities laws, rules, and regulations.

Additionally, the Common Stock, when issued upon the
exercise of an Award, will be subject to any other transfer
restrictions, rights of first refusal, and rights of
repurchase set forth in or incorporated by reference into
other applicable documents, including the Company's
certificate of incorporation, by-laws, or generally
applicable stockholders' agreements.

The Administrator may, in its sole discretion, take whatever
additional actions it deems appropriate to comply with such
restrictions and applicable laws, including placing legends
on certificates and issuing stop-transfer orders to transfer
agents and registrars.

19. TAX WITHHOLDING The participant must satisfy all applicable Federal, state,
and local income and employment tax withholding requirements
before the Company will deliver stock certificates upon the
exercise of an Award. The Company may decide to satisfy the
withholding obligations through additional withholding on
salary or wages. If the Company does not or cannot withhold
from other compensation, the participant must pay the
Company, with a

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<PAGE>

cashier's check or certified check, the full amounts
required by withholding. Payment of withholding obligations
is due before the Company issues shares with respect to the
Award. If the Committee so determines, the participant may
instead satisfy the withholding obligations by directing-the
Company to retain shares from the Award exercise, by
tendering previously owned shares, or by attesting to his
ownership of shares (with the distribution of net shares).

20. TRANSFERS, Unless the Administrator otherwise approves in advance in
ASSIGNMENTS, writing, an Award may not be assigned, pledged, or
AND PLEDGES otherwise transferred in any way, whether by
operation of law or otherwise or through any legal or
equitable proceedings (including bankruptcy), by the
participant to any person, except by will or by operation of
applicable laws of descent and distribution.

21. AMENDMENT OR The Board may amend, suspend, or terminate the Plan at any
TERMINATION time, without the consent of the participants or their
OF PLAN AND beneficiaries; provided, however, that no
OPTIONS amendment will deprive any participant or
beneficiary of any previously declared Award. Except as
required by law or by Section 15, the Administrator may not,
without the participant's or beneficiary's consent, modify
the terms and conditions of an Award so as to adversely
affect the participant. No amendment, suspension, or
termination of the Plan will, without the participant's or
beneficiary's consent, terminate or adversely affect any
right or obligations under any outstanding Awards.

22. PRIVILEGES OF No participant and no beneficiary or other person claiming
STOCK OWNERSHIP under or through such participant will have any right,
title, or interest in or to any shares of Common Stock
allocated or reserved under the Plan or subject to any Award
except as to such shares of Common Stock, if any, that have
been issued to such participant.

23. EFFECT ON Whether exercising or receiving an Award causes the
OTHER PLANS participant to accrue or receive additional benefits under
any pension or other plan is governed solely by the terms of
such other plan.

24. LIMITATIONS ON Notwithstanding any other provisions of the Plan, no
LIABILITY individual acting as a director, employee, or
agent of the Company shall be liable to any participant,
former participant, spouse, beneficiary, or any other person
for any claim, loss, liability, or expense incurred in
connection with the Plan, nor shall such individual be
personally

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Workflow Management, Inc.
1998 Stock Incentive Plan
Page 16 of 17

<PAGE>

liable because of any contract or other instrument he
executes in such other capacity. The Company will indemnify
and hold harmless each director, employee, or agent of the
Company to whom any duty or power relating to the
administration or interpretation of the Plan has been or
will be delegated, against any cost or expense (including
attorneys' fees) or liability (including any sum paid in
settlement of a claim with the Board's approval) arising out
of any act or omission to act concerning this Plan unless
arising out of such person's own fraud or bad faith.

25. NO EMPLOYMENT Nothing contained in this Plan constitutes an employment
CONTRACT contract between the Company and the participants.
The Plan does not give any participant any right to be
retained in the Company's employ, nor does it enlarge or
diminish the Company's right to terminate the participant's
employment.

26. APPLICABLE LAW The laws of the State of Delaware (other than its choice of
law provisions) and applicable federal law govern this Plan
and its interpretation.

27. DURATION OF Unless the Board extends the Plan's term, the Administrator
PLAN may not grant Awards after June 8, 2008. The Plan will then
terminate but will continue to govern unexercised and
unexpired Awards.

- --------------------------------------------------------------------------------
Workflow Management, Inc.
1998 Stock Incentive Plan
Page 17 of 17

<PAGE>

EXHIBIT 10.10

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of this _____day of _____, 19____,
is by and between WORKFLOW MANAGEMENT, INC., a Delaware corporation (the
"Company") and ________________ ("Employee").

RECITALS

The Company desires to employ Employee and to have the benefit of his
skills and services, and Employee desires to be employed with the Company, on
the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein, and the performance of each, the
parties hereto, intending legally to be bound, hereby agree as follows:

AGREEMENTS

1. Employment; Term. The Company hereby employs Employee to perform
the duties described herein, and Employee hereby accepts employment with the
Company, for a term beginning on the date hereof and continuing for a period
of two (2) years (the "Initial Term"). The Initial Term shall be renewed for
additional periods of one (1) year each (the "Renewal Periods" and together
with the Initial Term, the "Term") unless the Company provides written notice
to Employee, or Employee provides written notice to the Company, in either
case no less than ninety (90) days prior to the expiration of the Initial
Term or of a Renewal Period, whichever is applicable, that such renewal will
not be made.

2. Position and Duties. The Company hereby employs Employee as
___________________. As such, Employee shall have responsibilities, duties
and authority reasonably accorded to and expected of a
______________________________of the Company and assigned to Employee by the
Board of Directors of the Company (the "Board"). Employee will report
directly to the President unless otherwise directed by the Board. Employee
hereby accepts this employment upon the terms and conditions herein contained
and agrees to devote substantially all of his professional time, attention,
and efforts to promote and further the business of the Company. Employee
shall faithfully adhere to, execute, and fulfill all policies established by
the Company.

3. Compensation. For all services rendered by Employee, the Company
shall compensate Employee as follows:

1
<PAGE>

(a) Base Salary. The base salary payable to Employee shall be
$_________ per year, payable on a regular basis in accordance with the Company's
standard payroll procedures, but not less often than monthly. On at least an
annual basis, the Board will review Employee's performance and may make
increases to such base salary if, in its sole discretion, any such increase is
warranted.

(b) Incentive Bonus. During the Term, Employee shall be
eligible to receive an incentive bonus up to the amount, based upon the
criteria, and payable in such amount, at such times as are specified in Exhibit
A attached hereto. The manner of payment, and form of consideration, if any,
shall be determined by the Compensation Committee of the Board, in its sole and
absolute discretion, and such determination shall be binding and final. To the
extent that such bonus is to be determined in light of financial performance
during a specified fiscal period and this Agreement commences on a date after
the start of such fiscal period, any bonus payable in respect of such fiscal
period's results may be prorated. In addition, if the period of Employee's
employment hereunder expires before the end of a fiscal period, and if Employee
is eligible to receive a bonus at such time (such eligibility being subject to
the restrictions set forth in Section 6 below), any bonus payable in respect of
such fiscal period's results may be prorated.

(c) Perquisites, Benefits, and Other Compensation. During the
Term, Employee shall be entitled to receive such perquisites and benefits as are
customarily provided to the Company's executive officers, subject to such
changes, additions, or deletions as the Company may make from time to time, as
well as such other perquisites or benefits as may be specified from time to time
by the Board.

4. Expense Reimbursement. The Company shall reimburse Employee for (or,
at the Company's option, pay) all business travel and other out-of-pocket
expenses reasonably incurred by Employee in the performance of his services
hereunder during the Term. All reimbursable expenses shall be appropriately
documented in reasonable detail by Employee upon submission of any request for
reimbursement, and in a format and manner consistent with the Company's expense
reporting policy, as well as applicable federal and state tax record keeping
requirements. Employee shall also receive, during the Term of this Agreement,
$1,000 per month to assist him in relocating to the Palm Beach, Florida and with
the cost of housing in that area.

5. Place of Performance. Employee understands that the Company may
request that he relocate from his present residence to another geographic
location in order to more efficiently carry out his duties and responsibilities
under this Agreement or as part of a promotion or a change in duties and
responsibilities. In such event, the Company will provide Employee with a
relocation allowance, in an amount determined by the Company, to assist Employee
in covering the costs of moving himself, his immediate family, and their
personal property and effects. The total amount and type of costs to be covered
shall be determined by the Company, in light of prevailing Company policy at the
time.

6. Termination; Rights on Termination. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration or
non-renewal of the Term:

2
<PAGE>

(a) Death. The death of Employee shall immediately terminate
the employment and Term, and no severance compensation shall be owed to
Employee's estate.

(b) Disability. If, as a result of incapacity due to physical
or mental illness or injury, Employee shall have been unable to perform the
material duties of his position on a full-time basis for a period of four
consecutive months, or for a total of four months in any six-month period, then
thirty (30) days after written notice to the Employee (which notice may be given
before or after the end of the aforementioned periods, but which shall not be
effective earlier than the last day of the applicable period), the Company may
terminate Employee's employment hereunder if Employee is unable to resume his
full-time duties at the conclusion of such notice period. Subject to Section
6(f) below, if Employee's employment is terminated as a result of Employee's
disability, the Company shall continue to pay Employee his base salary at the
then-current rate for the lesser of (i) five (5) months from the effective date
of termination, or (ii) whatever time period is remaining under the Term. Such
payments shall be made in accordance with the Company's regular payroll cycle.

(c) Termination by the Company "For Cause." The Company may
terminate Employee's employment hereunder ten (10) days after written notice to
Employee "for cause," which shall be: (i) Employee's material breach of this
Agreement, which breach is not cured within ten (10) days of receipt by Employee
of written notice from the Company specifying the breach; (ii) Employee's gross
negligence in the performance of his material duties hereunder, intentional
nonperformance or mis-performance of such duties, or refusal to abide by or
comply with the directives of the Board, his superior officers, or the Company's
policies and procedures, which actions continue for a period of at least ten
(10) days after receipt by Employee of written notice of the need to cure or
cease; (iii) Employee's willful dishonesty, fraud, or misconduct with respect to
the business or affairs of the Company, and that in the reasonable judgment of
the Company materially and adversely affects the operations or reputation of the
Company; (iv) Employee's conviction of a felony or other crime involving moral
turpitude; or (v) Employee's abuse of alcohol or drugs (legal or illegal) that,
in the Company's reasonable judgment, substantially impairs Employee's ability
to perform his duties hereunder. In the event of a termination "for cause," as
enumerated above, Employee shall have no right to any severance compensation.

(d) Termination by the Company For Employee's Failure to
Relocate. The Company may terminate Employee's employment hereunder at any time
after Employee's failure or refusal to relocate to another geographic location
pursuant to a request of the Company in accordance with Section 5 hereof. In the
event of any such termination by the Company, the Company shall continue to pay
Employee his base salary at the then current rate for the lesser of (i) five (5)
months from the effective date of termination, or (ii) whatever time period is
remaining under the Term. Such payments shall be made in accordance with the
Company's regular payroll cycle.

3
<PAGE>

(e) Without Cause.

(i) At any time after the commencement of employment,
the Company may, without cause, terminate Employee's employment, effective
thirty (30) days after written notice is provided to the Employee. Should
Employee be terminated by the Company without cause, Employee shall receive from
the Company the base salary at the rate then in effect for the longer of (i)
five (5) months from the date of termination, or (ii) whatever time period is
remaining under the Term. Such payments shall be made in accordance with the
Company's regular payroll cycle.

(ii) If Employee resigns or otherwise terminates
his employment for any reason, Employee shall receive no severance compensation.

(f) Payment Through Termination. Upon termination of
Employee's employment for any reason provided above, Employee shall be entitled
to receive all compensation earned and all benefits and reimbursements
(including payments for accrued vacation and sick leave, in each case in
accordance with applicable policies of the Company) due through the effective
date of termination. Additional compensation subsequent to termination, if any,
will be due and payable to Employee only to the extent and in the manner
expressly provided above in this Section 6. With respect to incentive bonus
compensation, Employee shall be entitled to receive any bonus declared but not
paid prior to termination. Notwithstanding the foregoing, in the event of a
termination by the Company under Section 6(b) or 6(e), Employee shall be
entitled to receive incentive bonus compensation through the end of the
Company's fiscal year in which termination occurs, calculated as if Employee had
remained employed by the Company through the end of such fiscal year, and paid
in such amounts, at such times, and in such forms as are determined pursuant to
Section 3(b) above and Exhibit A attached hereto. Except as specified in the
preceding two sentences, Employee shall not be entitled to receive any incentive
bonus compensation after the effective date of termination of his employment.
All other rights and obligations of the Company and Employee under this
Agreement shall cease as of the effective date of termination, except that the
Company's obligations under this Section 6(f) and Section 11 below and
Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such
termination in accordance with their terms.

7. Restriction on Competition.

(a) During the Term and for such period after the Term that Employee
continues to be employed by the Company and/or any other entity owned by or
affiliated with the Company on an "at will" basis and, thereafter, for a period
equal to the longer of (x) one year, or (y) the period during which Employee is
receiving any severance pay or other compensation from the Company in accordance
with the terms of this Agreement, Employee shall not, directly or indirectly,
for himself or on behalf of or in conjunction with any other person, company,
partnership, corporation, business, group, or other entity (each, a "Person"):

(i) engage, in a competitive capacity, whether as an owner,
officer, director, partner, shareholder, joint venturer, employee, independent
contractor, consultant,

4
<PAGE>

advisor, or sales representative, in any business selling any products or
services which were sold by the Company on the date of the termination of
Employee's employment, within 50 miles of any location where the Company both
has an office and conducts business on the date of the termination of Employee's
employment;

(ii) call upon any person who is, at that time, a sales,
supervisory, or management employee of the Company for the purpose or with the
intent of enticing such employee away from or out of the employ of the Company;

(iii) call upon any person who or that is, at that time, or has
been, within one year prior to that time, a customer of the Company for the
purpose of soliciting or selling products or services in direct competition with
the Company; or

(iv) on Employee's own behalf or on behalf of any competitor,
call upon any person who or that, during Employee's employment by the Company
was either called upon by the Company as a prospective acquisition candidate
with respect to which Employee had actual knowledge or was the subject of an
acquisition analysis conducted by the Company with respect to which Employee had
actual knowledge.

(b) The foregoing covenants shall not be deemed to prohibit
Employee from acquiring as an investment not more than two percent (2%) of the
capital stock of a competing business, whose stock is traded on a national
securities exchange or through the automated quotation system of a registered
securities association.

(c) It is further agreed that, in the event that Employee
shall cease to be employed by the Company and enters into a business or pursues
other activities that, on the date of termination of Employee's employment, are
not in competition with the Company, Employee shall not be chargeable with a
violation of this Section 7 if the Company subsequently enters the same (or a
similar) competitive business or activity or commences competitive operations
within 50 miles of the Employee's new business or activities. In addition, if
Employee has no actual knowledge that his actions violate the terms of this
Section 7, Employee shall not be deemed to have breached the restrictive
covenants contained herein if, promptly after being notified by the Company of
such breach, Employee ceases the prohibited actions.

(d) For purposes of this Section 7, references to "Company"
shall mean Workflow Management, Inc., together with its subsidiaries and
affiliates. For the purposes of this Agreement, "affiliate" shall mean any
entity twenty-five percent or more of the stock of which is owned or controlled,
directly or indirectly, by the Company or any subsidiary of the Company.

(e) The covenants in this Section 7 are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating to
the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographic area, as applicable, that such court deems reasonable and
enforceable, said

5
<PAGE>

time period or geographic area shall be deemed to be, and thereafter shall
become, the maximum time period or largest geographic area that such court deems
reasonable and enforceable and this Agreement shall automatically be considered
to have been amended and revised to reflect such determination.

(f) All of the covenants in this Section 7 shall be construed
as an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of such covenants; provided, that upon
the failure of the Company to make any payments required under this Agreement,
the Employee may, upon thirty (30) days' prior written notice to the Company,
waive his right to receive any additional compensation pursuant to this
Agreement and engage in any activity prohibited by the covenants of this Section
7. It is specifically agreed that the period of one year stated at the beginning
of this Section 7, during which the agreements and covenants of Employee made in
this Section 7 shall be effective, shall be computed by excluding from such
computation any time during which Employee is in violation of any provision of
this Section 7.

(g) If the time period specified by this Section 7 shall be
reduced by law or court decision, then, notwithstanding the provisions of
Section 6 above, Employee shall be entitled to receive from the Company his base
salary at the rate in effect on the date of termination of Employee's employment
solely for the longer of (i) the time period during which the provisions of this
Section 7 shall be enforceable under the provisions of such applicable law, or
(ii) the time period during which Employee is not engaging in any competitive
activity, but in no event longer than the applicable period provided in Section
6 above. This Section 7(g) shall be construed and interpreted in light of the
duration of the applicable restrictive covenants.

(h) Employee has carefully read and considered the provisions
of this Section 7 and, having done so, agrees that the restrictive covenants in
this Section 7 impose a fair and reasonable restraint on Employee and are
reasonably required to protect the interests of the Company, and their
respective officers, directors, employees, and stockholders. It is further
agreed that the Company and Employee intend that such covenants be construed and
enforced in accordance with the changing activities, business, and locations of
the Company throughout the term of these covenants.

8. Confidential Information. Employee hereby agrees to hold in strict
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
(including all trade secrets), in whatever form, whether oral, written, or
electronic (collectively, the "Confidential Information"), to which Employee
has, or is given (or has had or been given), access as a result of his
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company because such Confidential
Information encompasses technical know-how, trade secrets, or technical,
financial, organizational, sales, or other valuable aspects of the Company's
business and trade, including, without limitation, technologies, products,
processes, plans, clients, personnel, operations, and business activities. This
restriction shall not apply to any Confidential Information that (a)

6
<PAGE>

becomes known generally to the public through no fault of the Employee; (b) is
required by applicable law, legal process, or any order or mandate of a court or
other governmental authority to be disclosed; or (c) is reasonably believed by
Employee, based upon the advice of legal counsel, to be required to be disclosed
in defense of a lawsuit or other legal or administrative action brought against
Employee; provided, that in the case of clauses (b) or (c), Employee shall give
the Company reasonable advance written notice of the Confidential Information
intended to be disclosed and the reasons and circumstances surrounding such
disclosure, in order to permit the Company to seek a protective order or other
appropriate request for confidential treatment of the applicable Confidential
Information.

9. Inventions. Employee shall disclose promptly to the Company any and
all significant conceptions and ideas for inventions, improvements, and valuable
discoveries, whether patentable or not, that are conceived or made by Employee,
solely or jointly with another, during the period of employment or within one
year thereafter, and that are directly related to the business or activities of
the Company and that Employee conceives as a result of his employment by the
Company, regardless of whether or not such ideas, inventions, or improvements
qualify as "works for hire." Employee hereby assigns and agrees to assign all
his interests therein to the Company or its nominee. Whenever requested to do so
by the Company, Employee shall execute any and all applications, assignments, or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.

10. Return of Company Property. Promptly upon termination of Employee's
employment by the Company for any reason or no reason, Employee or Employee's
personal representative shall return to the Company (a) all Confidential
Information; (b) all other records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, correspondence, reports, records, charts,
advertising materials, and other data or property delivered to or compiled by
Employee by or on behalf of the Company or its representatives, vendors, or
customers that pertain to the business of the Company, whether in paper,
electronic, or other form; and (c) all keys, credit cards, vehicles, and other
property of the Company. Employee shall not retain or cause to be retained any
copies of the foregoing. Employee hereby agrees that all of the foregoing shall
be and remain the property of the Company, as the case may be, and be subject at
all times to their discretion and control.

11. Indemnification. In the event Employee is made a party to any
threatened or pending action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by the Company against
Employee, and excluding any action by Employee against the Company), by reason
of the fact that he is or was performing services under this Agreement or as an
officer or director of the Company, then, to the fullest extent permitted by
applicable law, the Company shall indemnify Employee against all expenses
(including reasonable attorneys' fees), judgments, fines, and amounts paid in
settlement, as actually and reasonably incurred by Employee in connection
therewith. Such indemnification shall continue as to Employee even if he has
ceased to be an employee, officer, or director of the Company and shall inure to
the benefit of his heirs and estate. The Company shall advance to Employee all
reasonable costs and expenses directly related to the defense of such action,
suit, or proceeding

7
<PAGE>

within twenty (20) days after written request therefore by Employee to the
Company, provided, that such request shall include a written undertaking by
Employee, in a form acceptable to the Company, to repay such advances if it
shall ultimately be determined that Employee is or was not entitled to be
indemnified by the Company against such costs and expenses. In the event that
both Employee and the Company are made a party to the same third-party action,
complaint, suit, or proceeding, the Company will engage competent legal
representation, and Employee agrees to use the same representation; provided,
that if counsel selected by the Company shall have a conflict of interest that
prevents such counsel from representing Employee, Employee may engage separate
counsel and the Company shall pay all reasonable attorneys' fees of such
separate counsel. The provisions of this Section 11 are in addition to, and not
in derogation of, the indemnification provisions of the Company's By-laws. The
foregoing indemnification also shall be applicable to Employee in his capacity
as an officer, director, or representative of any subsidiary of the Company, or
any other entity, but in each case only to the extent that Employee is serving
at the request of the Board.

12. No Prior Agreements. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee, his employment by the
Company, and the performance of his duties hereunder will not violate or be a
breach of any agreement with a former employer, client, or any other Person.
Further, Employee agrees to indemnify and hold harmless the Company and its
officers, directors, and representatives for any claim, including, but not
limited to, reasonable attorneys' fees and expenses of investigation, of any
such third party that such third party may now have or may hereafter come to
have against the Company or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company, this Agreement shall automatically
supersede such agreement or understanding, and upon execution of this Agreement
by Employee and the Company, such prior agreement or understanding automatically
shall be deemed to have been terminated and shall be null and void.

13. Assignment; Binding Effect. Employee understands that he has been
selected for employment by the Company on the basis of his personal
qualifications, experience, and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement. This
Agreement may not be assigned or transferred by the Company without the prior
written consent of Employee. Subject to the preceding two sentences, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Notwithstanding the foregoing, if Employee accepts
employment with a subsidiary or affiliate of the Company, unless Employee and
his new employer agree otherwise in writing, this Agreement shall automatically
be deemed to have been assigned to such new employer (which shall thereafter be
an additional or substitute beneficiary of the covenants contained herein, as
appropriate), with the consent of Employee, such assignment shall be considered
a condition of employment by such new employer, and references to the "Company"
in this Agreement shall be deemed to refer to such new employer. If the Company
is merged with or into another entity and the successor company is engaged in
substantially the same business as the Company, such action shall not be

8
<PAGE>

considered to cause an assignment of this Agreement and the surviving or
successor entity shall become the beneficiary of this Agreement and all
references to the "Company" shall be deemed to refer to such surviving or
successor entity. No other person shall be a third-party beneficiary under this
Agreement.

14. Complete Agreement; Waiver; Amendment. This Agreement is not a
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or any of its officers,
directors, or representatives covering the same subject matter as this
Agreement. This Agreement is the final, complete, and exclusive statement and
expression of the agreement between the Company and Employee with respect to the
subject matter hereof and thereof, and cannot be varied, contradicted, or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a further
writing signed by a duly authorized officer of the Company and Employee, and no
term of this Agreement may be waived except by a writing signed by the party
waiving the benefit of such term.

15. Notice. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

To the Company: Workflow Management, Inc.
276 Park Avenue South
New York, NY 10010
Fax: (212) 529-4150
Attn: President

with a copy to: Gus J. James, II, Esq.
Kaufman & Canoles
P. O. Box 3037
Norfolk, VA 23514
Fax. (757) 624-3169

To Employee:
-----------------------
-----------------------
-----------------------
-----------------------

Notice shall be deemed given and effective three days after the deposit in the
U.S. mail of a writing addressed as above and sent first class mail, certified
return receipt requested, or, if sent by express delivery, hand delivery, or
facsimile, when actually received. Either party may change the address for
notice by notice the other party of such change in accordance with this Section
15.

16. Severability; Headings. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held

9
<PAGE>

invalid or inoperative. This severability provision shall be in addition to, and
not in place of, the provisions of Section 7(e) above. The paragraph headings
herein are for reference purposes only and are not intended in any way to
describe, interpret, define or limit the extent or intent of the Agreement or of
any part hereof.

17. Equitable Remedy. Because of the difficulty of measuring economic
losses to the Company as a result of a breach of the restrictive covenants set
forth in Sections 7, 8, 9 and 10, and because of the immediate and irreparable
damage that would be caused to the Company for which monetary damages would not
be a sufficient remedy, it is hereby agreed that in addition to all other
remedies that may be available to the Company at law or in equity, the Company
shall be entitled to specific performance and any injunctive or other equitable
relief as a remedy for any breach or threatened breach of the aforementioned
restrictive covenants.

18. Arbitration. Except for actions initiated by the Company to enjoin
a breach by, and/or recover damages from, Employee related to violation of any
of the provisions in paragraphs 7 through 10, which the Company may bring in an
appropriate court of law or equity, any other unresolved dispute or controversy
arising under or in connection with Employee's employment and/or this Agreement
shall be settled or resolved exclusively by arbitration conducted in accordance
with the rules of the American Arbitration Association then in effect. This
includes any and all federal, state and/or local claims based upon statute,
common law and/or local ordinance, including, but not limited to claims under
Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, the Family and Medical Leave Act, and the Americans with
Disabilities Act. The arbitrator(s) shall not have the authority to add to,
detract from or modify this Agreement except as permitted by the Agreement. The
arbitrator's decision shall be final and binding, and judgment may be entered on
the decision in any court having competent jurisdiction. The direct expense of
the arbitration shall be borne by the Company but each party will bear its own
expenses and legal fees. The arbitration shall be held in any of the following
locations (individually, the "Arbitration Location"): (a) Palm Beach County,
Florida; (b) the City of Norfolk, Virginia; or (c) the city where Employee is or
was last employed by Company. The selection of an Arbitration Location shall be
at the sole and absolute discretion of the Company.

19. Equitable Relief: Jurisdiction and Venue. Employee acknowledges
that the Company's principal corporate office is in the City of Palm Beach,
Florida. Upon due consideration of any effects created hereby, Employee hereby
irrevocably submits to the jurisdiction and venue of a court of competent civil
jurisdiction sitting in Palm Beach County, Florida, in any action or proceeding
brought by the Company arising out of, or relating to, the provisions in
paragraphs 7 through 10 of this Agreement. Employee hereby irrevocably agrees
that any such action or proceeding may, at the Company's option, be heard and
determined in such court. Employee agrees that a final order or judgment in any
such action or proceeding shall, to the extent permitted by applicable law, be
conclusive and may be enforced in other jurisdictions by suit on the order or
judgment, or in any other manner provided by applicable law related to the
enforcement of judgments.

20. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Florida, without regard to its conflict of
laws principles.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
duly executed as of the date first written above.

WORKFLOW MANAGEMENT, INC.

-------------------------------------
Thomas B. D'Agostino
President

EMPLOYEE

-------------------------------------
-------------------

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EXHIBIT A

INCENTIVE BONUS PLAN

and (iii) improvement in the Company's operating margin -- 25%. In addition
to the foregoing in order to reward extraordinary performance and exceptional
Company results, the Board of the Company or a compensation committee thereof
may declare and pay bonus compensation to Employee in excess of 50% of
Employee's base salary which may be payable in the form of cash, stock
options, or other cash awards, in such proportions, and in such forms, as are
determined by the Board of the Company or a compensation committee thereof.

STOCK OPTIONS

It is the intent of the Company to award stock options to Employee pursuant to
the Company's Stock Incentive Plan in connection with his employment with the
Company shortly after the transfer of the Company's stock to the shareholders of
U.S. Office Products Company ("USOP") pursuant to USOP's strategic restructuring
plan as described in the Company's Registration Statement on Form S-1
(registration number 333-46535) as previously filed by the Company with the
Securities and Exchange Commission. The Company's president shall recommend the
number of stock options to be granted and the Board of the Company or a
compensation committee thereof shall determine the number of stock options and
the terms and conditions pursuant to which such stock options are to be granted.

<PAGE>

EXHIBIT 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of this 18thday of May, 1998, is
by and between WORKFLOW MANAGEMENT, INC., a Delaware corporation (the
"Company") and STEVE R. GIBSON ("Employee").

RECITALS

The Company desires to employ Employee and to have the benefit of
his skills and services, and Employee desires to be employed with the
Company, on the terms and conditions set forth herein.

AGREEMENTS

2. Position and Duties. The Company hereby employs Employee as Vice
President and Chief Financial Officer. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected of
a Vice President and the Chief Financial Officer of the Company and assigned
to Employee by the Board of Directors of the Company (the "Board"). Employee
will report directly to the President unless otherwise directed by the Board.
Employee hereby accepts this employment upon the terms and conditions herein
contained and agrees to devote substantially all of his professional time,
attention, and efforts to promote and further the business of the Company.
Employee shall faithfully adhere to, execute, and fulfill all policies
established by the Company.

3. Compensation. For all services rendered by Employee, the Company
shall compensate Employee as follows:

(a) Base Salary. The base salary payable to Employee shall be
$175,000 per year, payable on a regular basis in accordance with the
Company's standard payroll procedures,

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<PAGE>

but not less often than monthly. On at least an annual basis, the Board will
review Employee's performance and may make increases to such base salary if,
in its sole discretion, any such increase is warranted.

(b) Incentive Bonus. During the Term, Employee shall be eligible
to receive an incentive bonus up to the amount, based upon the criteria, and
payable in such amount, at such times as are specified in Exhibit A attached
hereto. The manner of payment, and form of consideration, if any, shall be
determined by the Compensation Committee of the Board, in its sole and
absolute discretion, and such determination shall be binding and final. To
the extent that such bonus is to be determined in light of financial
performance during a specified fiscal period and this Agreement commences on
a date after the start of such fiscal period, any bonus payable in respect of
such fiscal period's results may be prorated. In addition, if the period of
Employee's employment hereunder expires before the end of a fiscal period,
and if Employee is eligible to receive a bonus at such time (such eligibility
being subject to the restrictions set forth in Section 6 below), any bonus
payable in respect of such fiscal period's results may be prorated.

(c) Perquisites, Benefits, and Other Compensation. During the
Term, Employee shall be entitled to receive such perquisites and benefits as
are customarily provided to the Company's executive officers, subject to such
changes, additions, or deletions as the Company may make from time to time,
as well as such other perquisites or benefits as may be specified from time
to time by the Board.

4. Expense Reimbursement. The Company shall reimburse Employee for
(or, at the Company's option, pay) all business travel and other
out-of-pocket expenses reasonably incurred by Employee in the performance of
his services hereunder during the Term. All reimbursable expenses shall be
appropriately documented in reasonable detail by Employee upon submission of
any request for reimbursement, and in a format and manner consistent with the
Company's expense reporting policy, as well as applicable federal and state
tax record keeping requirements. Employee shall also receive, during the Term
of this Agreement, $1,000 per month to assist him in relocating to the Palm
Beach, Florida and with the cost of housing in that area.

5. Place of Performance. Employee understands that the Company may
request that he relocate from his present residence to another geographic
location in order to more efficiently carry out his duties and
responsibilities under this Agreement or as part of a promotion or a change
in duties and responsibilities. In such event, the Company will provide
Employee with a relocation allowance, in an amount determined by the Company,
to assist Employee in covering the costs of moving himself, his immediate
family, and their personal property and effects. The total amount and type of
costs to be covered shall be determined by the Company, in light of
prevailing Company policy at the time.

6. Termination; Rights on Termination. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration or
non-renewal of the Term:

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<PAGE>

(a) Death. The death of Employee shall immediately terminate the
employment and Term, and no severance compensation shall be owed to
Employee's estate.

(b) Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been unable to perform the
material duties of his position on a full-time basis for a period of four
consecutive months, or for a total of four months in any six-month period,
then thirty (30) days after written notice to the Employee (which notice may
be given before or after the end of the aforementioned periods, but which
shall not be effective earlier than the last day of the applicable period),
the Company may terminate Employee's employment hereunder if Employee is
unable to resume his full-time duties at the conclusion of such notice
period. Subject to Section 6(f) below, if Employee's employment is terminated
as a result of Employee's disability, the Company shall continue to pay
Employee his base salary at the then-current rate for the lesser of (i) five
(5) months from the effective date of termination, or (ii) whatever time
period is remaining under the Term. Such payments shall be made in accordance
with the Company's regular payroll cycle.

(c) Termination by the Company "For Cause." The Company may
terminate Employee's employment hereunder ten (10) days after written notice
to Employee "for cause," which shall be: (i) Employee's material breach of
this Agreement, which breach is not cured within ten (10) days of receipt by
Employee of written notice from the Company specifying the breach; (ii)
Employee's gross negligence in the performance of his material duties
hereunder, intentional nonperformance or mis-performance of such duties, or
refusal to abide by or comply with the directives of the Board, his superior
officers, or the Company's policies and procedures, which actions continue
for a period of at least ten (10) days after receipt by Employee of written
notice of the need to cure or cease; (iii) Employee's willful dishonesty,
fraud, or misconduct with respect to the business or affairs of the Company,
and that in the reasonable judgment of the Company materially and adversely
affects the operations or reputation of the Company; (iv) Employee's
conviction of a felony or other crime involving moral turpitude; or (v)
Employee's abuse of alcohol or drugs (legal or illegal) that, in the
Company's reasonable judgment, substantially impairs Employee's ability to
perform his duties hereunder. In the event of a termination "for cause," as
enumerated above, Employee shall have no right to any severance compensation.

(d) Termination by the Company For Employee's Failure to
Relocate. The Company may terminate Employee's employment hereunder at any
time after Employee's failure or refusal to relocate to another geographic
location pursuant to a request of the Company in accordance with Section 5
hereof. In the event of any such termination by the Company, the Company
shall continue to pay Employee his base salary at the then current rate for
the lesser of (i) five (5) months from the effective date of termination, or
(ii) whatever time period is remaining under the Term. Such payments shall be
made in accordance with the Company's regular payroll cycle.

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<PAGE>

(e) Without Cause.

(i) At any time after the commencement of employment, the
Company may, without cause, terminate Employee's employment, effective thirty
(30) days after written notice is provided to the Employee. Should Employee
be terminated by the Company without cause, Employee shall receive from the
Company the base salary at the rate then in effect for the longer of (i) five
(5) months from the date of termination, or (ii) whatever time period is
remaining under the Term. Such payments shall be made in accordance with the
Company's regular payroll cycle.

(ii) If Employee resigns or otherwise terminates his
employment for any reason, Employee shall receive no severance compensation.

(f) Payment Through Termination. Upon termination of Employee's
employment for any reason provided above, Employee shall be entitled to
receive all compensation earned and all benefits and reimbursements
(including payments for accrued vacation and sick leave, in each case in
accordance with applicable policies of the Company) due through the effective
date of termination. Additional compensation subsequent to termination, if
any, will be due and payable to Employee only to the extent and in the manner
expressly provided above in this Section 6. With respect to incentive bonus
compensation, Employee shall be entitled to receive any bonus declared but
not paid prior to termination. Notwithstanding the foregoing, in the event of
a termination by the Company under Section 6(b) or 6(e), Employee shall be
entitled to receive incentive bonus compensation through the end of the
Company's fiscal year in which termination occurs, calculated as if Employee
had remained employed by the Company through the end of such fiscal year, and
paid in such amounts, at such times, and in such forms as are determined
pursuant to Section 3(b) above and Exhibit A attached hereto. Except as
specified in the preceding two sentences, Employee shall not be entitled to
receive any incentive bonus compensation after the effective date of
termination of his employment. All other rights and obligations of the
Company and Employee under this Agreement shall cease as of the effective
date of termination, except that the Company's obligations under this Section
6(f) and Section 11 below and Employee's obligations under Sections 7, 8, 9
and 10 below shall survive such termination in accordance with their terms.

7. Restriction on Competition.

(a) During the Term and for such period after the Term that
Employee continues to be employed by the Company and/or any other entity
owned by or affiliated with the Company on an "at will" basis and,
thereafter, for a period equal to the longer of (x) one year, or (y) the
period during which Employee is receiving any severance pay or other
compensation from the Company in accordance with the terms of this Agreement,
Employee shall not, directly or indirectly, for himself or on behalf of or in
conjunction with any other person, company, partnership, corporation,
business, group, or other entity (each, a "Person"):

(i) engage, in a competitive capacity, whether as an owner,
officer, director, partner, shareholder, joint venturer, employee,
independent contractor, consultant,

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<PAGE>

(ii) call upon any person who is, at that time, a sales,
supervisory, or management employee of the Company for the purpose or with
the intent of enticing such employee away from or out of the employ of the
Company;

(iii) call upon any person who or that is, at that time, or
has been, within one year prior to that time, a customer of the Company for
the purpose of soliciting or selling products or services in direct
competition with the Company; or

(b) The foregoing covenants shall not be deemed to prohibit
Employee from acquiring as an investment not more than two percent (2%) of
the capital stock of a competing business, whose stock is traded on a
national securities exchange or through the automated quotation system of a
registered securities association.

(c) It is further agreed that, in the event that Employee shall
cease to be employed by the Company and enters into a business or pursues
other activities that, on the date of termination of Employee's employment,
are not in competition with the Company, Employee shall not be chargeable
with a violation of this Section 7 if the Company subsequently enters the
same (or a similar) competitive business or activity or commences competitive
operations within 50 miles of the Employee's new business or activities. In
addition, if Employee has no actual knowledge that his actions violate the
terms of this Section 7, Employee shall not be deemed to have breached the
restrictive covenants contained herein if, promptly after being notified by
the Company of such breach, Employee ceases the prohibited actions.

(d) For purposes of this Section 7, references to "Company" shall
mean Workflow Management, Inc., together with its subsidiaries and
affiliates. For the purposes of this Agreement, "affiliate" shall mean any
entity twenty-five percent or more of the stock of which is owned or
controlled, directly or indirectly, by the Company or any subsidiary of the
Company.

(e) The covenants in this Section 7 are severable and separate,
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this Section 7 relating
to the time period or geographic area of the restrictive covenants shall be
declared by a court of competent jurisdiction to exceed the maximum time
period or geographic area, as applicable, that such court deems reasonable
and enforceable, said

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<PAGE>

time period or geographic area shall be deemed to be, and thereafter shall
become, the maximum time period or largest geographic area that such court
deems reasonable and enforceable and this Agreement shall automatically be
considered to have been amended and revised to reflect such determination.

(f) All of the covenants in this Section 7 shall be construed as
an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of such covenants; provided, that
upon the failure of the Company to make any payments required under this
Agreement, the Employee may, upon thirty (30) days' prior written notice to
the Company, waive his right to receive any additional compensation pursuant
to this Agreement and engage in any activity prohibited by the covenants of
this Section 7. It is specifically agreed that the period of one year stated
at the beginning of this Section 7, during which the agreements and covenants
of Employee made in this Section 7 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in
violation of any provision of this Section 7.

(g) If the time period specified by this Section 7 shall be
reduced by law or court decision, then, notwithstanding the provisions of
Section 6 above, Employee shall be entitled to receive from the Company his
base salary at the rate in effect on the date of termination of Employee's
employment solely for the longer of (i) the time period during which the
provisions of this Section 7 shall be enforceable under the provisions of
such applicable law, or (ii) the time period during which Employee is not
engaging in any competitive activity, but in no event longer than the
applicable period provided in Section 6 above. This Section 7(g) shall be
construed and interpreted in light of the duration of the applicable
restrictive covenants.

(h) Employee has carefully read and considered the provisions of
this Section 7 and, having done so, agrees that the restrictive covenants in
this Section 7 impose a fair and reasonable restraint on Employee and are
reasonably required to protect the interests of the Company, and their
respective officers, directors, employees, and stockholders. It is further
agreed that the Company and Employee intend that such covenants be construed
and enforced in accordance with the changing activities, business, and
locations of the Company throughout the term of these covenants.

8. Confidential Information. Employee hereby agrees to hold in
strict confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic,
sales, and/or other types of proprietary business information relating to the
Company (including all trade secrets), in whatever form, whether oral,
written, or electronic (collectively, the "Confidential Information"), to
which Employee has, or is given (or has had or been given), access as a
result of his employment by the Company. It is agreed that the Confidential
Information is confidential and proprietary to the Company because such
Confidential Information encompasses technical know-how, trade secrets, or
technical, financial, organizational, sales, or other valuable aspects of the
Company's business and trade, including, without limitation, technologies,
products, processes, plans, clients, personnel, operations, and business
activities. This restriction shall not apply to any Confidential Information
that (a)

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<PAGE>

becomes known generally to the public through no fault of the Employee; (b)
is required by applicable law, legal process, or any order or mandate of a
court or other governmental authority to be disclosed; or (c) is reasonably
believed by Employee, based upon the advice of legal counsel, to be required
to be disclosed in defense of a lawsuit or other legal or administrative
action brought against Employee; provided, that in the case of clauses (b) or
(c), Employee shall give the Company reasonable advance written notice of the
Confidential Information intended to be disclosed and the reasons and
circumstances surrounding such disclosure, in order to permit the Company to
seek a protective order or other appropriate request for confidential
treatment of the applicable Confidential Information.

9. Inventions. Employee shall disclose promptly to the Company any
and all significant conceptions and ideas for inventions, improvements, and
valuable discoveries, whether patentable or not, that are conceived or made
by Employee, solely or jointly with another, during the period of employment
or within one year thereafter, and that are directly related to the business
or activities of the Company and that Employee conceives as a result of his
employment by the Company, regardless of whether or not such ideas,
inventions, or improvements qualify as "works for hire." Employee hereby
assigns and agrees to assign all his interests therein to the Company or its
nominee. Whenever requested to do so by the Company, Employee shall execute
any and all applications, assignments, or other instruments that the Company
shall deem necessary to apply for and obtain Letters Patent of the United
States or any foreign country or to otherwise protect the Company's interest
therein.

10. Return of Company Property. Promptly upon termination of
Employee's employment by the Company for any reason or no reason, Employee or
Employee's personal representative shall return to the Company (a) all
Confidential Information; (b) all other records, designs, patents, business
plans, financial statements, manuals, memoranda, lists, correspondence,
reports, records, charts, advertising materials, and other data or property
delivered to or compiled by Employee by or on behalf of the Company or its
representatives, vendors, or customers that pertain to the business of the
Company, whether in paper, electronic, or other form; and (c) all keys,
credit cards, vehicles, and other property of the Company. Employee shall not
retain or cause to be retained any copies of the foregoing. Employee hereby
agrees that all of the foregoing shall be and remain the property of the
Company, as the case may be, and be subject at all times to their discretion
and control.

11. Indemnification. In the event Employee is made a party to any
threatened or pending action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by the Company against
Employee, and excluding any action by Employee against the Company), by
reason of the fact that he is or was performing services under this Agreement
or as an officer or director of the Company, then, to the fullest extent
permitted by applicable law, the Company shall indemnify Employee against all
expenses (including reasonable attorneys' fees), judgments, fines, and
amounts paid in settlement, as actually and reasonably incurred by Employee
in connection therewith. Such indemnification shall continue as to Employee
even if he has ceased to be an employee, officer, or director of the Company
and shall inure to the benefit of his heirs and estate. The Company shall
advance to Employee all reasonable costs and expenses directly related to the
defense of such action, suit, or proceeding

7
<PAGE>

within twenty (20) days after written request therefore by Employee to the
Company, provided, that such request shall include a written undertaking by
Employee, in a form acceptable to the Company, to repay such advances if it
shall ultimately be determined that Employee is or was not entitled to be
indemnified by the Company against such costs and expenses. In the event that
both Employee and the Company are made a party to the same third-party
action, complaint, suit, or proceeding, the Company will engage competent
legal representation, and Employee agrees to use the same representation;
provided, that if counsel selected by the Company shall have a conflict of
interest that prevents such counsel from representing Employee, Employee may
engage separate counsel and the Company shall pay all reasonable attorneys'
fees of such separate counsel. The provisions of this Section 11 are in
addition to, and not in derogation of, the indemnification provisions of the
Company's By-laws. The foregoing indemnification also shall be applicable to
Employee in his capacity as an officer, director, or representative of any
subsidiary of the Company, or any other entity, but in each case only to the
extent that Employee is serving at the request of the Board.

12. No Prior Agreements. Employee hereby represents and warrants to
the Company that the execution of this Agreement by Employee, his employment
by the Company, and the performance of his duties hereunder will not violate
or be a breach of any agreement with a former employer, client, or any other
Person. Further, Employee agrees to indemnify and hold harmless the Company
and its officers, directors, and representatives for any claim, including,
but not limited to, reasonable attorneys' fees and expenses of investigation,
of any such third party that such third party may now have or may hereafter
come to have against the Company or such other persons, based upon or arising
out of any non-competition agreement, invention, secrecy, or other agreement
between Employee and such third party that was in existence as of the date of
this Agreement. To the extent that Employee had any oral or written
employment agreement or understanding with the Company, this Agreement shall
automatically supersede such agreement or understanding, and upon execution
of this Agreement by Employee and the Company, such prior agreement or
understanding automatically shall be deemed to have been terminated and shall
be null and void.

13. Assignment; Binding Effect. Employee understands that he has
been selected for employment by the Company on the basis of his personal
qualifications, experience, and skills. Employee agrees, therefore, that he
cannot assign all or any portion of his performance under this Agreement.
This Agreement may not be assigned or transferred by the Company without the
prior written consent of Employee. Subject to the preceding two sentences,
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors, and assigns. Notwithstanding the foregoing, if
Employee accepts employment with a subsidiary or affiliate of the Company,
unless Employee and his new employer agree otherwise in writing, this
Agreement shall automatically be deemed to have been assigned to such new
employer (which shall thereafter be an additional or substitute beneficiary
of the covenants contained herein, as appropriate), with the consent of
Employee, such assignment shall be considered a condition of employment by
such new employer, and references to the "Company" in this Agreement shall be
deemed to refer to such new employer. If the Company is merged with or into
another entity and the successor company is engaged in substantially the same
business as the Company, such action shall not be

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<PAGE>

14. Complete Agreement; Waiver; Amendment. This Agreement is not a
promise of future employment. Employee has no oral representations,
understandings, or agreements with the Company or any of its officers,
directors, or representatives covering the same subject matter as this
Agreement. This Agreement is the final, complete, and exclusive statement and
expression of the agreement between the Company and Employee with respect to
the subject matter hereof and thereof, and cannot be varied, contradicted, or
supplemented by evidence of any prior or contemporaneous oral or written
agreements. This written Agreement may not be later modified except by a
further writing signed by a duly authorized officer of the Company and
Employee, and no term of this Agreement may be waived except by a writing
signed by the party waiving the benefit of such term.

15. Notice. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

To the Company: Workflow Management, Inc.
276 Park Avenue South
New York, NY 10010
Fax: (212) 529-4150
Attn: President

with a copy to: Gus J. James, II, Esq.
Kaufman & Canoles
P. O. Box 3037
Norfolk, VA 23514
Fax. (757) 624-3169

To Employee: Steve R. Gibson
1540 Pathway Drive
Carrboro, NC 27510
Fax: (919)-942-5935

16. Severability; Headings. If any portion of this Agreement is held
invalid or inoperative, the other portions of this Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall
be given to the intent manifested by the portion held

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<PAGE>

invalid or inoperative. This severability provision shall be in addition to,
and not in place of, the provisions of Section 7(e) above. The paragraph
headings herein are for reference purposes only and are not intended in any
way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.

17. Equitable Remedy. Because of the difficulty of measuring
economic losses to the Company as a result of a breach of the restrictive
covenants set forth in Sections 7, 8, 9 and 10, and because of the immediate
and irreparable damage that would be caused to the Company for which monetary
damages would not be a sufficient remedy, it is hereby agreed that in
addition to all other remedies that may be available to the Company at law or
in equity, the Company shall be entitled to specific performance and any
injunctive or other equitable relief as a remedy for any breach or threatened
breach of the aforementioned restrictive covenants.

18. Arbitration. Except for actions initiated by the Company to
enjoin a breach by, and/or recover damages from, Employee related to
violation of any of the provisions in paragraphs 7 through 10, which the
Company may bring in an appropriate court of law or equity, any other
unresolved dispute or controversy arising under or in connection with
Employee's employment and/or this Agreement shall be settled or resolved
exclusively by arbitration conducted in accordance with the rules of the
American Arbitration Association then in effect. This includes any and all
federal, state and/or local claims based upon statute, common law and/or
local ordinance, including, but not limited to claims under Title VII of the
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment
Act, the Family and Medical Leave Act, and the Americans with Disabilities
Act. The arbitrator(s) shall not have the authority to add to, detract from
or modify this Agreement except as permitted by the Agreement. The
arbitrator's decision shall be final and binding, and judgment may be entered
on the decision in any court having competent jurisdiction. The direct
expense of the arbitration shall be borne by the Company but each party will
bear its own expenses and legal fees. The arbitration shall be held in any of
the following locations (individually, the "Arbitration Location"): (a) Palm
Beach County, Florida; (b) the City of Norfolk, Virginia; or (c) the city
where Employee is or was last employed by Company. The selection of an
Arbitration Location shall be at the sole and absolute discretion of the
Company.

19. Equitable Relief: Jurisdiction and Venue. Employee acknowledges
that the Company's principal corporate office is in the City of Palm Beach,
Florida. Upon due consideration of any effects created hereby, Employee
hereby irrevocably submits to the jurisdiction and venue of a court of
competent civil jurisdiction sitting in Palm Beach County, Florida, in any
action or proceeding brought by the Company arising out of, or relating to,
the provisions in paragraphs 7 through 10 of this Agreement. Employee hereby
irrevocably agrees that any such action or proceeding may, at the Company's
option, be heard and determined in such court. Employee agrees that a final
order or judgment in any such action or proceeding shall, to the extent
permitted by applicable law, be conclusive and may be enforced in other
jurisdictions by suit on the order or judgment, or in any other manner
provided by applicable law related to the enforcement of judgments.

20. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Florida, without regard to its conflict
of laws principles.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have cause this Agreement to
be duly executed as of the date first written above.

WORKFLOW MANAGEMENT, INC.

/s/ Thomas B. D'Agostino
------------------------------------
Thomas B. D'Agostino
President

EMPLOYEE

/s/ Steve R. Gibson
------------------------------------
Steve R. Gibson

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EXHIBIT A

INCENTIVE BONUS PLAN

Under the Company's Incentive Bonus Plan, Employee will be eligible to earn
up to 50% of Employee's base salary in bonus compensation, payable out of a
bonus pool determined by the Board of the Company or a compensation committee
thereof, depending upon the achievement of specified criteria and payable in
the form of cash, stock options, or other non-cash awards, in such
proportions, and in such forms, as are determined by the Board of the Company
or a compensation committee thereof. Bonuses under the Incentive Bonus Plan
will be determined by measuring Employee's performance and the Company's
performance based on the following criteria, weighted as indicated, and
measured against target performance levels established by the Board of
Company or such compensation committee: (i) quality and timeliness of the
Company's financial reporting -- 50%; (ii) the growth of net earnings per
share of the Company -- 25%; and (iii) improvement in the Company's operating
margin -- 25%. In addition to the foregoing in order to reward extraordinary
performance and exceptional Company results, the Board of the Company or a
compensation committee thereof may declare and pay bonus compensation to
Employee in excess of 50% of Employee's base salary which may be payable in
the form of cash, stock options, or other cash awards, in such proportions,
and in such forms, as are determined by the Board of the Company or a
compensation committee thereof.

STOCK OPTIONS

It is the intent of the Company to award stock options to Employee pursuant
to the Company's Stock Incentive Plan in connection with his employment with
the Company shortly after the transfer of the Company's stock to the
shareholders of U.S. Office Products Company ("USOP") pursuant to USOP's
strategic restructuring plan as described in the Company's Registration
Statement on Form S-1 (registration number 333-46535) as previously filed by
the Company with the Securities and Exchange Commission. The Company's
president shall recommend the number of stock options to be granted and the
Board of the Company or a compensation committee thereof shall determine the
number of stock options and the terms and conditions pursuant to which such
stock options are to be granted.

<PAGE>

EXHIBIT 10.13

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of this 18th day of May, 1998, is
by and between WORKFLOW MANAGEMENT, INC., a Delaware corporation (the "Company")
and CLAUDIA SAENZ AMLIE ("Employee").

RECITALS

The Company desires to employ Employee and to have the benefit of her
skills and services, and Employee desires to be employed with the Company, on
the terms and conditions set forth herein.

AGREEMENTS

1. Employment; Term. The Company hereby employs Employee to perform the
duties described herein, and Employee hereby accepts employment with the
Company, beginning on the date hereof and continuing for a period of two (2)
years (the "Initial Term"). The Initial Term shall be renewed for additional
periods of one (1) year each (the "Renewal Periods" and together with the
Initial Term, the "Term") unless the Company provides written notice to
Employee, or Employee provides written notice to the Company, in either case no
less than ninety (90) days prior to the expiration of the Initial Term or of a
Renewal Period, whichever is applicable, that such renewal will not be made.

2. Position and Duties. The Company hereby employs Employee as Vice
President and General Counsel. As such, Employee shall have responsibilities,
duties and authority reasonably accorded to and expected of a Vice President and
the General Counsel of the Company and assigned to Employee by the Board of
Directors of the Company (the "Board"). Employee will report directly to the
President unless otherwise directed by the Board. Employee hereby accepts this
employment upon the terms and conditions herein contained and agrees to devote
substantially all of her professional time, attention, and efforts to promote
and further the business of the Company. Employee shall faithfully adhere to,
execute, and fulfill all policies established by the Company.

3. Compensation. For all services rendered by Employee, the Company
shall compensate Employee as follows:

<PAGE>

(a) Base Salary. The base salary payable to Employee shall be
$110,000 per year, payable on a regular basis in accordance with the Company's
standard payroll procedures, but not less often than monthly. On at least an
annual basis, the Board will review Employee's performance and may make
increases to such base salary if, in its sole discretion, any such increase is
warranted.

4. Expense Reimbursement. The Company shall reimburse Employee for (or,
at the Company's option, pay) all business travel and other out-of-pocket
expenses reasonably incurred by Employee in the performance of her services
hereunder during the Term. The Company shall also reimburse (or, at the
Company's option, pay) Employee for all reasonable continuing legal education
expenses, bar fees or other amounts incurred by Employee that are necessary for
Employee to maintain a license to practice law in the State of Florida. All
reimbursable expenses shall be appropriately documented in reasonable detail by
Employee upon submission of any request for reimbursement, and in a format and
manner consistent with the Company's expense reporting policy, as well as
applicable federal and state tax record keeping requirements.

5. Place of Performance. Employee understands that the Company may
request that she relocate from her present residence to another geographic
location in order to more efficiently carry out her duties and responsibilities
under this Agreement or as part of a promotion or a change in duties and
responsibilities. In such event, the Company will provide Employee with a
relocation allowance, in an amount determined by the Company, to assist Employee
in covering the costs of moving herself, her immediate family, and their
personal property and effects. The total amount and type of costs to be covered
shall be determined by the Company, in light of prevailing Company policy at the
time.

2
<PAGE>

6. Termination; Rights on Termination. Employee's employment may be
terminated in any one of the followings ways, prior to the expiration or
non-renewal of the Term:

(a) Death. The death of Employee shall immediately terminate
the employment and Term, and no severance compensation shall be owed to
Employee's estate.

(b) Disability. If, as a result of incapacity due to physical
or mental illness or injury, Employee shall have been unable to perform the
material duties of her position on a full-time basis for a period of four
consecutive months, or for a total of four months in any six-month period, then
thirty (30) days after written notice to the Employee (which notice may be given
before or after the end of the aforementioned periods, but which shall not be
effective earlier than the last day of the applicable period), the Company may
terminate Employee's employment hereunder if Employee is unable to resume her
full-time duties at the conclusion of such notice period. Subject to Section
6(f) below, if Employee's employment is terminated as a result of Employee's
disability, the Company shall continue to pay Employee her base salary at the
then-current rate for the lesser of (i) five (5) months from the effective date
of termination, or (ii) whatever time period is remaining under the Term. Such
payments shall be made in accordance with the Company's regular payroll cycle.

(c) Termination by the Company "For Cause." The Company may
terminate Employee's employment hereunder ten (10) days after written notice to
Employee "for cause," which shall be: (i) Employee's material breach of this
Agreement, which breach is not cured within ten (10) days of receipt by Employee
of written notice from the Company specifying the breach; (ii) Employee's gross
negligence in the performance of her material duties hereunder, intentional
nonperformance or mis-performance of such duties, or refusal to abide by or
comply with the directives of the Board, her superior officers, or the Company's
policies and procedures, which actions continue for a period of at least ten
(10) days after receipt by Employee of written notice of the need to cure or
cease; (iii) Employee's willful dishonesty, fraud, or misconduct with respect to
the business or affairs of the Company, that in the reasonable judgment of the
Company materially and adversely affects the operations or reputation of the
Company; (iv) Employee's conviction of a felony or other crime involving moral
turpitude; or (v) Employee's abuse of alcohol or drugs (legal or illegal) that,
in the Company's reasonable judgment, substantially impairs Employee's ability
to perform her duties hereunder. In the event of a termination "for cause," as
enumerated above, Employee shall have no right to any severance compensation.

(d) Termination by the Company For Employee's Failure to Relocate.
The Company may terminate Employee's employment hereunder at any time after
Employee's failure or refusal to relocate to another geographic location
pursuant to a request of the Company in accordance with Section 5 hereof. In the
event of any such termination by the Company, the Company shall continue to pay
Employee her base salary at the then current rate for the lesser of (i) five (5)
months from the effective date of termination, or (ii) whatever time period is
remaining under the Term. Such payments shall be made in accordance with the
Company's regular payroll cycle.

<PAGE>

(e) Without Cause.

(i) At any time after the commencement of employment, the
Company may, without cause, terminate Employee's employment, effective thirty
(30) days after written notice is provided to the Employee. Should Employee be
terminated by the Company without cause, Employee shall receive from the Company
the base salary at the rate then in effect for the longer of (i) five (5) months
from the date of termination, or (ii) whatever time period is remaining under
the Term. Such payments shall be made in accordance with the Company's regular
payroll cycle.

(ii) If Employee resigns or otherwise terminates her employment
for any reason, Employee shall receive no severance compensation.

(f) Payment Through Termination. Upon termination of Employee's
employment for any reason provided above, Employee shall be entitled to receive
all compensation earned and all benefits and reimbursements (including payments
for accrued vacation and sick leave, in each case in accordance with applicable
policies of the Company) due through the effective date of termination.
Additional compensation subsequent to termination, if any, will be due and
payable to Employee only to the extent and in the manner expressly provided
above in this Section 6. With respect to incentive bonus compensation, Employee
shall be entitled to receive any bonus declared but not paid prior to
termination. Notwithstanding the foregoing, in the event of a termination by the
Company under Section 6(b) or 6(e), Employee shall be entitled to receive
incentive bonus compensation through the end of the Company's fiscal year in
which termination occurs, calculated as if Employee had remained employed by the
Company through the end of such fiscal year, and paid in such amounts, at such
times, and in such forms as are determined pursuant to Section 3(b) above and
Exhibit A attached hereto. Except as specified in the preceding two sentences,
Employee shall not be entitled to receive any incentive bonus compensation after
the effective date of termination of her employment. All other rights and
obligations of the Company and Employee under this Agreement shall cease as of
the effective date of termination, except that the Company's obligations under
this Section 6(f) and Section 11 below and Employee's obligations under Sections
7, 8, 9 and 10 below shall survive such termination in accordance with their
terms.

7. Restriction on Competition.

(a) During the Term and for such period after the Term that
Employee continues to be employed by the Company and/or any other entity owned
by or affiliated with the Company on an "at will" basis and, thereafter, for a
period equal to the longer of (x) one year, or (y) the period during which
Employee is receiving any severance pay or other compensation from the Company
in accordance with the terms of this Agreement, Employee shall not, directly or
indirectly, for herself or on behalf of or in conjunction with any other person,
company, partnership, corporation, business, group, or other entity (each, a
"Person"):

(i) engage, in a competitive capacity, whether as an owner,
officer, director, partner, shareholder, joint venturer, employee, independent
contractor, consultant,

<PAGE>

(b) The foregoing covenants shall not be deemed to prohibit
Employee from (i) acquiring as an investment not more than two percent (2%) of
the capital stock of a competing business, whose stock is traded on a national
securities exchange or through the automated quotation system of a registered
securities association; or (ii) engaging in the practice of law.

(c) It is further agreed that, in the event that Employee
shall cease to be employed by the Company and enters into a business or pursues
other activities that, on the date of termination of Employee's employment, are
not in competition with the Company, Employee shall not be chargeable with a
violation of this Section 7 if the Company subsequently enters the same (or a
similar) competitive business or activity or commences competitive operations
within 50 miles of the Employee's new business or activities. In addition, if
Employee has no actual knowledge that her actions violate the terms of this
Section 7, Employee shall not be deemed to have breached the restrictive
covenants contained herein if, promptly after being notified by the Company of
such breach, Employee ceases the prohibited actions.

<PAGE>

(f) All of the covenants in this Section 7 shall be construed
as an agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Company,
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by the Company of such covenants; provided, that upon
the failure of the Company to make any payments required under this Agreement,
the Employee may, upon thirty (30) days' prior written notice to the Company,
waive her right to receive any additional compensation pursuant to this
Agreement and engage in any activity prohibited by the covenants of this Section
7. It is specifically agreed that the period of one year stated at the beginning
of this Section 7, during which the agreements and covenants of Employee made in
this Section 7 shall be effective, shall be computed by excluding from such
computation any time during which Employee is in violation of any provision of
this Section 7.

(g) If the time period specified by this Section 7 shall be
reduced by law or court decision, then, notwithstanding the provisions of
Section 6 above, Employee shall be entitled to receive from the Company her base
salary at the rate in effect on the date of termination of Employee's employment
solely for the longer of (i) the time period during which the provisions of this
Section 7 shall be enforceable under the provisions of such applicable law, or
(ii) the time period during which Employee is not engaging in any competitive
activity, but in no event longer than the applicable period provided in Section
6 above. This Section 7(g) shall be construed and interpreted in light of the
duration of the applicable restrictive covenants.

8. Confidential Information. Employee hereby agrees to hold in strict
confidence and not to disclose to any third party any of the valuable,
confidential, and proprietary business, financial, technical, economic, sales,
and/or other types of proprietary business information relating to the Company
(including all trade secrets), in whatever form, whether oral, written, or
electronic (collectively, the "Confidential Information"), to which Employee
has, or is given (or has had or been given), access as a result of her
employment by the Company. It is agreed that the Confidential Information is
confidential and proprietary to the Company because such Confidential
Information encompasses technical know-how, trade secrets, or technical,
financial, organizational, sales, or other valuable aspects of the Company's
business and trade, including, without limitation, technologies, products,
processes, plans, clients, personnel, operations, and business activities. This
restriction shall not apply to any Confidential Information that (a)

<PAGE>

9. Inventions. Employee shall disclose promptly to the Company any and
all significant conceptions and ideas for inventions, improvements, and valuable
discoveries, whether patentable or not, that are conceived or made by Employee,
solely or jointly with another, during the period of employment or within one
year thereafter, and that are directly related to the business or activities of
the Company and that Employee conceives as a result of her employment by the
Company, regardless of whether or not such ideas, inventions, or improvements
qualify as "works for hire." Employee hereby assigns and agrees to assign all
her interests therein to the Company or its nominee. Whenever requested to do so
by the Company, Employee shall execute any and all applications, assignments, or
other instruments that the Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country or to otherwise
protect the Company's interest therein.

11. Indemnification. In the event Employee is made a party to any
threatened or pending action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by the Company against
Employee, and excluding any action by Employee against the Company), by reason
of the fact that she is or was performing services under this Agreement or as an
officer or director of the Company, then, to the fullest extent permitted by
applicable law, the Company shall indemnify Employee against all expenses
(including reasonable attorneys' fees), judgments, fines, and amounts paid in
settlement, as actually and reasonably incurred by Employee in connection
therewith. Such indemnification shall continue as to Employee even if she has
ceased to be an employee, officer, or director of the Company and shall inure to
the benefit of her heirs and estate. The Company shall advance to Employee all
reasonable costs and expenses directly related to the defense of such action,
suit, or proceeding

7
<PAGE>

within twenty (20) days after written request therefore by Employee to the
Company, provided, that such request shall include a written undertaking by
Employee, in a form acceptable to the Company, to repay such advances if it
shall ultimately be determined that Employee is or was not entitled to be
indemnified by the Company against such costs and expenses. In the event that
both Employee and the Company are made a party to the same third-party action,
complaint, suit, or proceeding, the Company will engage competent legal
representation, and Employee agrees to use the same representation; provided,
that if counsel selected by the Company shall have a conflict of interest that
prevents such counsel from representing Employee, Employee may engage separate
counsel and the Company shall pay all reasonable attorneys' fees of such
separate counsel. The provisions of this Section 11 are in addition to, and not
in derogation of, the indemnification provisions of the Company's By-laws. The
foregoing indemnification also shall be applicable to Employee in her capacity
as an officer, director, or representative of any subsidiary of the Company, or
any other entity, but in each case only to the extent that Employee is serving
at the request of the Board.

12. No Prior Agreements. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee, her employment by the
Company, and the performance of her duties hereunder will not violate or be a
breach of any agreement with a former employer, client, or any other Person.
Further, Employee agrees to indemnify and hold harmless the Company and its
officers, directors, and representatives for any claim, including, but not
limited to, reasonable attorneys' fees and expenses of investigation, of any
such third party that such third party may now have or may hereafter come to
have against the Company or such other persons, based upon or arising out of any
non-competition agreement, invention, secrecy, or other agreement between
Employee and such third party that was in existence as of the date of this
Agreement. To the extent that Employee had any oral or written employment
agreement or understanding with the Company, this Agreement shall automatically
supersede such agreement or understanding, and upon execution of this Agreement
by Employee and the Company, such prior agreement or understanding automatically
shall be deemed to have been terminated and shall be null and void.

13. Assignment; Binding Effect. Employee understands that she has been
selected for employment by the Company on the basis of her personal
qualifications, experience, and skills. Employee agrees, therefore, that she
cannot assign all or any portion of her performance under this Agreement. This
Agreement may not be assigned or transferred by the Company without the prior
written consent of Employee. Subject to the preceding two sentences, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective heirs, legal representatives,
successors, and assigns. Notwithstanding the foregoing, if Employee accepts
employment with a subsidiary or affiliate of the Company, unless Employee and
her new employer agree otherwise in writing, this Agreement shall automatically
be deemed to have been assigned to such new employer (which shall thereafter be
an additional or substitute beneficiary of the covenants contained herein, as
appropriate), with the consent of Employee, such assignment shall be considered
a condition of employment by such new employer, and references to the "Company"
in this Agreement shall be deemed to refer to such new employer. If the Company
is merged with or into another entity and the successor company is engaged in
substantially the same business as the Company, such action shall not be

<PAGE>

15. Notice. Whenever any notice is required hereunder, it shall be
given in writing addressed as follows:

To the Company: Workflow Management, Inc.
276 Park Avenue South
New York, NY 10010
Fax: (212) 529-4150
Attn: President

with a copy to: Gus J. James, II, Esq.
Kaufman & Canoles
P. O. Box 3037
Norfolk, VA 23514
Fax. (757) 624-3169

To Employee: Claudia S. Amlie
13036 Coastal Circle
Palm Beach Gardens, FL 33410
Fax: ________________

<PAGE>

20. Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Florida, without regard to its conflict of
laws principles.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
duly executed as of the date first written above.

WORKFLOW MANAGEMENT, INC.

/s/ Thomas B. D'Agostino
------------------------------------

Thomas B. D'Agostino
President

EMPLOYEE

/s/ Claudia Saenz Amlie
------------------------------------
Claudia Saenz Amlie

<PAGE>

EXHIBIT A

INCENTIVE BONUS PLAN

Under the Company's Incentive Bonus Plan, Employee will be eligible to earn up
to 50% of Employee's base salary in bonus compensation, payable out of a bonus
pool determined by the Board of the Company or a compensation committee thereof,
depending upon the achievement of specified criteria and payable in the form of
cash, stock options, or other non-cash awards, in such proportions, and in such
forms, as are determined by the Board of the Company or a compensation committee
thereof. Bonuses under the Incentive Bonus Plan will be determined by measuring
Employee's performance and the Company's performance based on the following
criteria, weighted as indicated, and measured against target performance levels
established by the Board of Company or such compensation committee: (i) complete
and timely compliance of the Company's reporting requirements to the SEC, the
shareholders and any other required reporting in connection with the Company's
stock -- 50%; (ii) the growth of net earnings per share of the Company -- 25%;
and (iii) improvement in the Company's operating margin -- 25%. Employee shall
receive a bonus under the Incentive Bonus Plan of no less than $25,000 in
connection with Employee's first full year of employment which bonus shall be
paid no later than June 1, 1999. In addition to the foregoing in order to reward
extraordinary performance and exceptional Company results, the Board of the
Company or a compensation committee thereof may declare and pay bonus
compensation to Employee in excess of 50% of Employee's base salary which may be
payable in the form of cash, stock options, or other cash awards, in such
proportions, and in such forms, as are determined by the Board of the Company or
a compensation committee thereof.

STOCK OPTIONS

It is the intent of the Company to award stock options to Employee pursuant to
the Company's Stock Incentive Plan in connection with her employment with the
Company shortly after the transfer of the Company's stock to the shareholders of
U.S. Office Products Company ("USOP") pursuant to USOP's strategic restructuring
plan as described in the Company's Registration Statement on Form S-1
(registration number 333-46535) as previously filed by the Company with the
Securities and Exchange Commission. The Company's president shall recommend the
number of stock options to be granted and the Board of the Company or a
compensation committee thereof shall determine the number of stock options and
the terms and conditions pursuant to which such stock options are to be granted.

<PAGE>
EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

<TABLE>
<CAPTION>
STATE OR OTHER JURISDICTION
OF INCORPORATION OR
NAME ORGANIZATION
---------------------------------- ------------------------------
<S> <C> <C>
1. SFI Corp. New York
2. United Envelope Co., Inc. New York
3. Data Business Forms Limited Canada
4. Hano Document Printers, Inc. Virginia
5. Huxley Envelope Corp. New York
6. Pocono Envelope Corp. Pennsylvania
7. Rex Envelope Co., Inc. New York
8. Astrid Offset Corp. New York
9. SFI of Delaware, LLC Delaware
10. United Envelope, LLC Delaware
11. 3303471 Canada Limited Canada
</TABLE>

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 10, 1998 (except
for Note 1 and the last paragraph of Note 3, which are as of May 14, 1998),
relating to the financial statements of Workflow Graphics, Inc. at April 30,
1996 and April 26, 1997 and for the year ended December 31, 1995, the four
months ended April 30, 1996 and the fiscal year ended April 26, 1997, which
appears in such Prospectus. We also consent to the application of such report to
the Financial Statement Schedule for the year ended April 30, 1995, the four
month period ended April 30, 1996 and the year ended April 26, 1997 listed as
Exhibit 99.1 of this Registration Statement when such schedule is read in
conjunction with the financial statements referred to in our report. The audits
referred to in such report also included this schedule. We also consent to the
reference to us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP

Minneapolis, MN
June 3, 1998

<PAGE>
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Workflow Management, Inc.:

The audit referred to in our report dated February 17, 1998, included the
related financial statement schedule for the year ended December 31, 1994,
included in the registration statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audit. In our opinion,
based on our audit and the report of other auditors, such financial statement
schedule, when considered in relation to the basic consolidated statements of
income, stockholders' equity and cash flows taken as a whole, presents fairly in
all material respects the information set forth therein.

We consent to the use of our reports included herein, with respect to the
consolidated statements of income, stockholders' equity and cash flows of
Workflow Management, Inc. and subsidiaries for the year ended December 31, 1994
and the related financial statement schedule and to the reference to our firm
under the heading "Experts" included herein.

KPMG PEAT MARWICK LLP

Norfolk, Virginia
June 3, 1998

<PAGE>
EXHIBIT 23.4

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of Workflow Management, Inc. of our report
dated March 6, 1996, relating to the combined financial statements of United
Envelope Co., Inc. and its affiliate Rex Envelope Co., Inc., and our report
dated March 4, 1996 relating to the financial statements of Huxley Envelope
Corporation, which reports appear in such Prospectus. We also consent to the
application of such report to the Financial Statement Schedule for the two years
ended December 31, 1995 listed as Exhibit 99.1 of this Registration Statement
when such schedule is read in conjunction with the financial statements referred
to in our report. The audits referred to in such report also include this
schedule. We also consent to the reference to us under the heading "Experts" in
such Prospectus.

HERTZ, HERSON & COMPANY, LLP

New York, New York
June 3, 1998

<PAGE>
EXHIBIT 23.5

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Workflow Management, Inc.:

We consent to the use of our report included herein, with respect to the
balance sheet of Hano Document Printers, Inc. as of December 31, 1995 and the
related statements of income, stockholders' equity and cash flows for the year
then ended and to the reference to our firm under the heading "Experts" included
herein.

KPMG PEAT MARWICK LLP
Norfolk, Virginia
June 3, 1998

<PAGE>
EXHIBIT 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 6, 1998,
relating to the financial statements of Astrid Offset Corporation which appears
in such Prospectus. We also consent to the reference to us under the heading
"Experts" in such Prospectus.

PRICE WATERHOUSE LLP
Minneapolis, MN
June 3, 1998